Common use of Closing Statement Dispute Resolution Clause in Contracts

Closing Statement Dispute Resolution. (a) As promptly as practicable (and in any event within sixty (60) days after the Closing), the Main Sellers and the EMEA Sellers shall deliver to the Purchaser a written statement (the “Closing Statement”) that shall contain their final calculation of (i) the Closing Inventory Adjustment, (ii) the Companies Net Working Capital as of the Closing (the “Closing Companies Net Working Capital”), (iii) the Retirement Obligation Amount as of the Closing Date for the relevant Transferred Employees (the “Closing Retirement Obligation Amount”), (iv) the Accrued Vacation Amount as of the Closing Date (except that the item described in clause (y) of the definition of Accrued Vacation Amount shall be calculated under that portion of said clause (y) that pertains to the Closing Accrued Vacation Amount) for the relevant Transferred Employees (the “Closing Accrued Vacation Amount”), (v) the Net Debt Adjustment as of the Closing (the “Closing Net Debt Adjustment”), (vi) the Adjustment Payment, (vii) the EMEA Downward Adjustment as of the Closing (the “Closing EMEA Downward Adjustment”), (viii) the EMEA Holiday Adjustment as of the Closing (the “Closing EMEA Holiday Adjustment”), (ix) the final Purchase Price, and (x) the amounts payable by either Party pursuant to Sections 2.2.3.2(a) through 2.2.3.2(h) as an adjustment to the Estimated Purchase Price. The Closing Statement shall be prepared in accordance with the Calculation Principles and the terms hereof. Throughout the periods during which the Closing Statement is being prepared and any disputes that may arise under this Section 2.2.3 are being resolved, the Purchaser and the Designated Purchasers shall, promptly upon request, provide the Main Sellers, the EMEA Sellers and their respective accountants reasonable access to the books, records, documents, schedules and workpapers and personnel of the Business and the Companies in connection with the preparation of the Closing Statement and resolution of any disagreements with respect thereto. (b) If the Purchaser (acting on its own behalf and as agent of the Designated Purchasers (if applicable)) disagrees with the determination of the Closing Statement, the Purchaser shall notify the Main Sellers and the EMEA Sellers of such disagreement within sixty (60) days after delivery of the Closing Statement (such notice, the “Disagreement Notice”). The Disagreement Notice shall set forth, in reasonable detail, any disagreement with, and any requested adjustment to, the Closing Statement. If the Purchaser fails to deliver the Disagreement Notice by the end of such sixty- (60-) day period, the Purchaser shall be deemed to have accepted as final the Closing Statement delivered by the Main Sellers and the EMEA Sellers. Matters included in the calculations in the Closing Statement to which the Purchaser does not object in the Disagreement Notice shall be deemed accepted by the Purchaser and shall not be subject to further dispute or review. Throughout the periods during which the Closing Statement is being prepared and any disputes that may arise under this Section 2.2.3 are being resolved, the Main Sellers and the EMEA Sellers shall, promptly upon request, provide the Purchaser, the Designated Purchasers and their respective accountants reasonable access to the books, records, documents, schedules, workpapers and personnel of the Main Sellers and the EMEA Sellers in connection with the Purchaser’s and its accountants’ review of the Closing Statement (other than any such documents, schedules and workpapers that are subject to attorney-client privilege; it being understood, however, that Main Sellers and EMEA Sellers shall cooperate in any reasonable efforts and requests that would enable otherwise required disclosure to the Purchaser, the Designated Purchasers or their respective representatives to occur without so jeopardizing privilege). The Purchaser, the Main Sellers and the EMEA Sellers shall negotiate in good faith to resolve any disagreement with respect to the Closing Statement, and any resolution agreed to in writing by the Purchaser and the Main Sellers and the EMEA Sellers shall be final and binding upon the Parties. (c) If the Purchaser and the Main Sellers and the EMEA Sellers are unable to resolve any disagreement as contemplated by Section 2.2.3.1(b) within fourteen (14) days after delivery of a Disagreement Notice by the Purchaser, either the Main Sellers, the EMEA Sellers or the Purchaser may appoint the Accounting Arbitrator, on behalf of all Parties and the EMEA Sellers, to resolve such disagreement. The Accounting Arbitrator’s determination shall be based only on the written submissions by the Main Sellers, the EMEA Sellers and the Purchaser and not upon any independent review by the Accounting Arbitrator. The Primary Parties and NNUK shall instruct the Accounting Arbitrator and the Accounting Arbitrator shall consider only those items and amounts set forth in the Closing Statement as to which the Main Sellers, the EMEA Sellers and the Purchaser have not resolved their disagreement. With respect to each such item, the decision of the Accounting Arbitrator shall be the amount claimed by the Main Sellers and the EMEA Sellers, the amount claimed by the Purchaser, or an amount between the amount claimed by the Main Sellers and the EMEA Sellers and the amount claimed by the Purchaser. The Main Sellers, NNUK and the Purchaser shall instruct, and they shall use their reasonable best efforts to cause, the Accounting Arbitrator to deliver to the Primary Parties and NNUK, as promptly as practicable (and in no event later than thirty (30) days after his or her appointment), a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement. Such report and the Closing Statement, as adjusted thereby, shall be final and binding upon the Parties and the EMEA Sellers. Neither the Main Sellers or the EMEA Sellers nor the Purchaser shall have any ex parte communications or meetings with the Accounting Arbitrator regarding the subject matter hereof without the other Party’s prior consent. In the event the Accounting Arbitrator concludes that the Purchaser was correct as to a majority (by dollar amount) of the disputed items, then the Sellers and the EMEA Sellers shall pay the Accounting Arbitrator’s fees, costs and expenses. In the event the Accounting Arbitrator concludes that the Main Sellers and the EMEA Sellers were correct as to a majority (by dollar amount) of the disputed items, then the Purchaser shall pay the Accounting Arbitrator’s fees, costs and expenses.

Closing Statement Dispute Resolution. (a) As promptly as practicable (and in any event within sixty ninety-five (6095) calendar days after the Closing), the Purchaser shall deliver to the Main Sellers and the EMEA Sellers shall deliver to the Purchaser a written statement (the “Closing Statement”) that shall contain their the Purchaser’s final calculation of (i) the Inventory Value as of the Closing (the “Closing Inventory AdjustmentValue”), (ii) the Companies Warranty Provision as of the Closing (the “Closing Warranty Provision Amount”), (iii) the Unbilled Accounts Receivable Amount as of the Closing (the “Closing Unbilled Accounts Receivable Amount”), (iv) the Prepaid Expenses Amount as of the Closing (the “Closing Prepaid Expenses Amount”), (v) the Contractual Liabilities Amount as of the Closing (the “Closing Contractual Liabilities Amount”), (vi) the Royalty Liability Amount as of the Closing (the “Closing Royalty Liability Amount”), (vii) the Product Exposures Amount as of the Closing (the “Closing Product Exposures Amount”), (viii) the Adjusted Net Working Capital as of the Closing (the “Closing Companies Adjusted Net Working Capital”), (iii) the Retirement Obligation Amount as of the Closing Date for the relevant Transferred Employees (the “Closing Retirement Obligation Amount”), (ivix) the Accrued Vacation Amount as of the Closing Date (except that the item described in clause (y) of the definition of Accrued Vacation Amount shall be calculated under that portion of said clause (y) that pertains to the Closing Accrued Vacation Amount) for the relevant Transferred Employees (the “Closing Accrued Vacation Amount”), (vx) the Net Debt Adjustment amount of the Specified Employee Liabilities as of the Closing (the “Closing Net Debt Specified Employee Liabilities Amount”), (xi) the aggregate of all EMEA Downward Adjustments (the “Closing Aggregate EMEA Downward Adjustment”), (vixii) the Adjustment Paymentaggregate of all Downward Adjustments (the “Closing Aggregate Downward Adjustment”), (viixiii) the Deferred Profit Amount as of the Closing (the “Closing Deferred Profit Amount”), (xiv) the Excess ARD Employees Amount as of the Closing (the Closing Excess ARD Employees Amount”); (xv) the TFR Amount as of the Closing (the “Closing TFR Amount”); (xvi) the EMEA Holiday Downward Adjustment as of the Closing (the “Closing EMEA Holiday Downward Adjustment”), ; (viiixvii) the EMEA Holiday Adjustment French Excess ARD Employees Amount as of the Closing (the “Closing EMEA Holiday AdjustmentFrench Excess ARD Employees Amount”), ; (ixxviii) the Pre-Close Employment Payments as of the Closing Date (the “Closing Pre-Close Employment Payments Amounts”); and (xix) the final Purchase Price based on the foregoing which shall be equal to the Base Purchase Price; plus (a) the difference, which may be positive or negative, equal to the Closing Adjusted Net Working Capital minus the Target Working Capital; plus (b) the Closing Aggregate EMEA Upward Adjustment (if any); minus (c) the Closing Aggregate EMEA Downward Adjustment (if any); minus (d) the Closing Aggregate Downward Adjustment (if any); minus (e) the Closing Deferred Profit Amount; minus (f) the Closing Excess ARD Employees Amount; minus (g) the Closing TFR Amount; minus (h) the Closing EMEA Holiday Downward Adjustment; minus (i) the Closing French Excess ARD Employees Amount; minus (j) the Closing Pre-Close Employment Payments Amount (the Purchase Price, and (x) so adjusted as provided in this Section 2.2.3.1, the amounts payable by either Party pursuant to Sections 2.2.3.2(a) through 2.2.3.2(h) as an adjustment to the Estimated “Final Purchase Price”). The Closing Statement shall be prepared in accordance with the Calculation Nortel Accounting Principles and the terms hereof. Throughout the periods during which the Closing Statement is being prepared and any disputes that may arise under this Section 2.2.3 are being resolved, the Purchaser and the Designated Purchasers shall, promptly upon request, provide the Main Sellers, the EMEA Sellers and their respective accountants reasonable access to the books, records, documents, schedules and workpapers and personnel of the Business and the Companies in connection with the preparation of the Closing Statement and resolution of any disagreements with respect thereto. (b) If the Purchaser (acting on its own behalf Main Sellers and as agent of the Designated Purchasers (if applicable)) disagrees EMEA Sellers disagree with the determination of the Closing Statement, the Purchaser shall notify the Main Sellers and the EMEA Sellers shall notify the Purchaser of such disagreement within sixty thirty (6030) days after delivery of the Closing Statement (such notice, the “Disagreement Notice”). The Disagreement Notice shall set forth, in reasonable detail, any disagreement with, and any requested adjustment to, the Closing Statement. If the Purchaser fails Main Sellers and the EMEA Sellers fail to deliver the Disagreement Notice by the end of such sixty- thirty- (60-30-) day period, the Purchaser Main Sellers and the EMEA Sellers shall be deemed to have accepted as final the Closing Statement delivered by the Main Sellers and the EMEA SellersPurchaser. Matters included in the calculations in the Closing Statement to which the Purchaser does Main Sellers or the EMEA Sellers do not object in the Disagreement Notice shall be deemed accepted by the Purchaser Main Sellers and the EMEA Sellers and shall not be subject to further dispute or review. Throughout the periods during which the Closing Statement is being prepared and any disputes that may arise under this Section 2.2.3 2.2.3.1(b) are being resolved, the Main Sellers and the EMEA Sellers Purchaser shall, promptly upon request, provide the PurchaserMain Sellers, the Designated Purchasers EMEA Sellers and their respective accountants reasonable access to the books, records, documents, schedules, workpapers records and personnel of the Business and all documents, schedules and workpapers used by the Purchaser in the preparation of the Closing Statement or that are otherwise reasonably necessary for the Main Sellers and Sellers, the EMEA Sellers in connection with the Purchaser’s and its accountants’ their respective accountants to review of the Closing Statement (other than any such documents, schedules and workpapers that are subject to attorney-client privilege; it being understood, however, that Main Sellers Purchaser and EMEA Sellers the Designated Purchasers shall cooperate in any reasonable efforts and requests that would enable otherwise required disclosure to the Purchaser, Main Sellers and the Designated Purchasers EMEA Sellers or their respective representatives to occur without so jeopardizing privilege). The PurchaserMain Sellers, the Main EMEA Sellers and the EMEA Sellers Purchaser shall negotiate in good faith to resolve any disagreement with respect to the Closing Statement, and any resolution agreed to in writing by the Purchaser and Main Sellers, the Main EMEA Sellers and the EMEA Sellers Purchaser shall be final and binding upon the Parties. (c) If the Purchaser and Main Sellers, the Main EMEA Sellers and the EMEA Sellers Purchaser are unable to resolve any disagreement as contemplated by Section 2.2.3.1(b) within fourteen fifteen (1415) days after delivery of a Disagreement Notice by the Purchaser, either the Main Sellers and EMEA Sellers, the EMEA Sellers or Independent Auditor shall serve as arbitrator (the Purchaser may appoint the “Accounting Arbitrator, on behalf of all Parties and the EMEA Sellers, ”) to resolve such disagreement. The Accounting Arbitrator’s determination shall be based only Primary Parties and the Joint Administrators on the written submissions by the Main Sellers, behalf of the EMEA Sellers and the Purchaser and not upon any independent review by the Accounting Arbitrator. The Primary Parties and NNUK shall instruct the Accounting Arbitrator and the Accounting Arbitrator shall to consider only those items and amounts set forth in the Closing Statement as to which the Main Sellers, the EMEA Sellers and the Purchaser have not resolved their disagreement and to conduct such proceedings as it considers necessary to resolve such disagreement. With respect to each such item, the decision of the Accounting Arbitrator shall be the amount claimed by the The Main Sellers and the EMEA Sellers, the amount claimed by the Purchaser, or an amount between the amount claimed by the Main Sellers and the EMEA Sellers and the amount claimed by the Purchaser. The Main Sellers, NNUK and the Purchaser shall instruct, and they shall use their commercially reasonable best efforts to cause, cause the Accounting Arbitrator to deliver to the Primary Parties and NNUKthe Joint Administrators on behalf of the EMEA Sellers, as promptly as practicable (and in no event later than thirty (30) days after his or her appointment), a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement. Such report and the Closing Statement, as adjusted thereby, shall be final and binding upon the Parties and Sellers, the EMEA Sellers. Neither the Main Sellers or the EMEA Sellers nor , the Purchaser shall have and any ex parte communications or meetings with the Accounting Arbitrator regarding the subject matter hereof without the other Party’s prior consentDesignated Purchaser. In the event the Accounting Arbitrator concludes that the Purchaser was correct as to a majority (by aggregate dollar amount) of the disputed items, then the Sellers and the EMEA Sellers shall pay share the Accounting Arbitrator’s fees, costs and expenses. In the event the Accounting Arbitrator concludes that the Main Sellers and the EMEA Sellers were correct as to a majority (by aggregate dollar amount) of the disputed items, then the Purchaser shall pay the Accounting Arbitrator’s fees, costs and expenses.

Closing Statement Dispute Resolution. (a) As promptly as practicable after the Closing (and in any event within sixty thirty (6030) days after the Closing), the Purchaser shall deliver to the Main Sellers and the EMEA Sellers shall deliver to the Purchaser a written statement (the “Closing Statement”) that shall contain their final calculation of (i) the Closing Inventory Adjustment, (ii) the Companies Net Working Capital as of the Closing (the “Closing Companies Net Working Capital”), (iii) the Retirement Obligation Amount as of the Closing Date for the relevant Transferred Employees (the “Closing Retirement Obligation Amount”), (iv) the Accrued Vacation Amount as of the Closing Date (except that the item described in clause (y) of the definition of Accrued Vacation Amount shall be calculated under that portion of said clause (y) that pertains to the Closing Accrued Vacation Amount) for the relevant Transferred Employees (the “Closing Accrued Vacation Amount”), (v) the Net Debt Adjustment as of the Closing (the “Closing Net Debt Adjustment”), (vi) the Adjustment Payment, (vii) the EMEA Downward Adjustment as of the Closing (the “Closing EMEA Downward Adjustment”), (viii) the EMEA Holiday Adjustment as of the Closing (the “Closing EMEA Holiday Adjustment”), (ix) the final Purchase Price, and (x) the amounts payable by either Party pursuant to Sections 2.2.3.2(a) through 2.2.3.2(h) as an adjustment to the Estimated Purchase Price. The Closing Statement which shall be prepared in accordance with the Calculation Principles and the terms hereof. Throughout hereof and contain the periods during which Purchaser’s final calculation of: (i) the Closing Statement is being prepared and any disputes that may arise under this Section 2.2.3 are being resolved, the Purchaser and the Designated Purchasers shall, promptly upon request, provide the Main Sellers, the EMEA Sellers and their respective accountants reasonable access to the books, records, documents, schedules and workpapers and personnel of the Business and the Companies in connection with the preparation Inventory Value as of the Closing Statement (the “Closing Inventory (ii) the CIP Receivables Amount as of the Closing (the “Closing CIP (iii) the Prepaid Expenses Amount as of the Closing (the “Closing Prepaid Expenses Amount”); (iv) the Warranty Provision Amount as of the Closing (the “Closing Warranty Provision Amount”); (v) the Adjusted Net Working Capital as of the Closing (the “Closing Adjusted Net Working Capital”); (vi) the Employee Adjustment Amount as of the Closing Date (the “Closing Employee Adjustment Amount”); (vii) the aggregate of all EMEA Upward Adjustments (the “Aggregate EMEA Upward Adjustment”); (viii) the aggregate of all EMEA Downward Adjustments (the “Aggregate EMEA Downward Adjustment”); (ix) the aggregate of all Downward Adjustments (the “Aggregate Downward Adjustment”); (x) the final Purchase Price adjusted as provided in this Section and resolution of any disagreements with respect theretobased on the foregoing (the “Final Purchase Price”), which shall be equal to: (A) the Purchase Price; plus (B) the difference, which may be positive or negative, equal to the Closing Adjusted Net Working Capital minus $[●]; plus (C) the Aggregate EMEA Upward Adjustment; minus (D) the Aggregate EMEA Downward Adjustment; minus (E) the Aggregate Downward Adjustment (if any); minus (F) the Closing Employee Adjustment Amount (if any). (b) If the Purchaser (acting on its own behalf and as agent of Main Sellers and/or the Designated Purchasers (if applicable)) disagrees EMEA Sellers disagree with the determination of the Closing Statement, the Purchaser Main Sellers and/or the EMEA Sellers shall notify the Main Sellers and the EMEA Sellers Purchaser of such disagreement within sixty thirty (6030) days after delivery of the Closing Statement (such notice, the “Disagreement Notice”). The Disagreement Notice shall set forth, in reasonable detail, any disagreement with, and any requested adjustment to, the Closing Statement. If the Purchaser fails Main Sellers and/or the EMEA Sellers fail to deliver the Disagreement Notice by the end of such sixty- thirty- (60-30-) day period, the Purchaser Main Sellers and the EMEA Sellers shall be deemed to have accepted as final the Closing Statement delivered by the Main Sellers and the EMEA SellersPurchaser. Matters included in the calculations in the Closing Statement to which the Purchaser does Main Sellers and the EMEA Sellers do not object in the Disagreement Notice shall be deemed accepted by the Purchaser Main Sellers and the EMEA Sellers and shall not be subject to further dispute or review. Throughout the periods during which the Closing Statement is being prepared and any disputes that may arise under this Section 2.2.3 are being resolved, the Main Sellers and the EMEA Sellers Purchaser shall, promptly upon request, provide the PurchaserMain Sellers, the Designated Purchasers EMEA Sellers and their respective accountants reasonable access to the books, records, documents, schedules, workpapers records and personnel of the Business and all documents, schedules and workpapers used by the Purchaser in the preparation of the Closing Statement or that are otherwise reasonably necessary for the Main Sellers and Sellers, the EMEA Sellers in connection with the Purchaser’s and its accountants’ their respective accountants to review of the Closing Statement (other than any such documents, schedules and workpapers that are subject to attorney-client privilege; it being understood, however, that Main Sellers Purchaser and EMEA Sellers the Designated Purchasers shall cooperate in any reasonable efforts and requests that would enable otherwise required disclosure to the Purchaser, Main Sellers and the Designated Purchasers EMEA Sellers or their respective representatives to occur without so jeopardizing privilege). The PurchaserMain Sellers, the Main EMEA Sellers and the EMEA Sellers Purchaser shall negotiate in good faith to resolve any disagreement with respect to the Closing Statement, and any resolution agreed to in writing by the Purchaser and Main Sellers, the Main EMEA Sellers and the EMEA Sellers Purchaser shall be final and binding upon the Parties. (c) If the Purchaser and Main Sellers, the Main EMEA Sellers and the EMEA Sellers Purchaser are unable to resolve any disagreement as contemplated by Section 2.2.3.1(b) within fourteen [●] (14[●]) days after delivery of a Disagreement Notice by the Purchaser, either the Main Sellers, the EMEA Sellers or the Purchaser may appoint the Accounting Arbitrator, on behalf of all Parties and and/or the EMEA Sellers, the Independent Auditor shall serve as arbitrator (the “Accounting Arbitrator”) to resolve such disagreement. The Accounting Arbitrator’s determination shall be based only on the written submissions by the Main Sellers, the EMEA Sellers and the Purchaser and not upon any independent review by the Accounting Arbitrator. The Primary Parties and NNUK shall instruct the Accounting Arbitrator and the Accounting Arbitrator shall to consider only those items and amounts set forth in the Closing Statement as to which the Main Sellers, the EMEA Sellers and the Purchaser have not resolved their disagreement and to conduct such hearing as it considers necessary to resolve such disagreement. With respect to each such item, the decision of the Accounting Arbitrator shall be the amount claimed by the The Main Sellers and the EMEA Sellers, the amount claimed by the Purchaser, or an amount between the amount claimed by the Main Sellers and the EMEA Sellers and the amount claimed by the Purchaser. The Main Sellers, NNUK and the Purchaser shall instruct, and they shall use their reasonable best efforts to cause, cause the Accounting Arbitrator to deliver to the Primary Parties and NNUK, as promptly as practicable (and in no event later than thirty [●] (30[●]) days after his or her appointment), a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement. Such report and the Closing Statement, as adjusted thereby, shall be final and binding upon the Parties and the EMEA Sellers. Neither the Main Sellers or , the EMEA Sellers nor and the Purchaser shall have any ex parte communications or meetings with the Accounting Arbitrator regarding the subject matter hereof without the other Party’s prior consentPurchaser. In the event the Accounting Arbitrator concludes that the Purchaser was correct as to a majority (by dollar amount) of the disputed items, then the Sellers and the EMEA Sellers shall pay share the Accounting Arbitrator’s fees, costs and expenses. In the event the Accounting Arbitrator concludes that the Main Sellers and the EMEA Sellers were correct as to a majority (by dollar amount) of the disputed items, then the Purchaser shall pay the Accounting Arbitrator’s fees, costs and expenses.

Closing Statement Dispute Resolution. (a) As promptly as practicable after the Closing (and in any event within sixty thirty (6030) days after the Closing), the Main Sellers and the EMEA Sellers Purchaser shall deliver to the Purchaser Main Sellers a written statement (the “Closing Statement”), which shall be prepared in accordance with the Calculation Principles and the terms hereof (in each case to the extent applicable) that shall and contain their the Purchaser’s final calculation of of: (i) the Closing Inventory Adjustment, (ii) the Companies Net Working Capital Value as of the Closing (the “Closing Companies Net Working CapitalInventory Value”), ; (iiiii) the Retirement Obligation CIP Receivables Amount as of the Closing Date for the relevant Transferred Employees (the “Closing Retirement Obligation CIP Receivables Amount”), ; (iii) the Warranty Provision Amount as of the Closing (the “Closing Warranty Provision Amount”); (iv) the Accrued Vacation Amount as of the Closing Date (except that the item described in clause (y) of the definition of Accrued Vacation Amount shall be calculated under that portion of said clause (y) that pertains to the Closing Accrued Vacation Amount) for the relevant Transferred Employees (the “Closing Accrued Vacation Amount”), , (v) the Contractual Liability Amount as of the Closing Date (the “Closing Contractual Liability Amount”), (vi) the Deferred Revenue Liability Amount as of the Closing Date (the “Closing Deferred Revenue Liability Amount”), (vii) the Royalty Liability Amount as of the Closing Date (the “Closing Royalty Liability Amount”), (viii) the Adjusted Net Debt Adjustment Working Capital as of the Closing (the “Closing Adjusted Net Debt AdjustmentWorking Capital”), ; (viix) the Adjustment Payment, (vii) the EMEA Downward Adjustment Accrued Vacation Amount as of the Closing Date; and (the “Closing EMEA Downward Adjustment”), (viii) the EMEA Holiday Adjustment as of the Closing (the “Closing EMEA Holiday Adjustment”), (ixx) the final Purchase Price adjusted as provided in this Section and based on the foregoing (the “Final Purchase Price”), and which shall be equal to: (xA) the amounts payable by either Party pursuant to Sections 2.2.3.2(aPurchase Price; plus (B) through 2.2.3.2(h) as an adjustment amount, which may be positive or negative, equal to the Estimated Purchase Price. The Closing Statement shall be prepared in accordance with the Calculation Principles and the terms hereof. Throughout the periods during which Adjusted Net Working Capital plus US$19,200,000; minus (C) the Closing Statement is being prepared and any disputes that may arise under this Section 2.2.3 are being resolved, Accrued Vacation Amount; minus (D) the Purchaser and the Designated Purchasers shall, promptly upon request, provide the Main Sellers, the EMEA Sellers and their respective accountants reasonable access to the books, records, documents, schedules and workpapers and personnel of the Business and the Companies in connection with the preparation of the Closing Statement and resolution of any disagreements with respect theretoChina Purchase Amount. (b) If the Purchaser (acting on its own behalf and as agent of the Designated Purchasers (if applicable)) disagrees Main Sellers disagree with the determination of the Closing Statement, the Purchaser Main Sellers shall notify the Main Sellers and the EMEA Sellers Purchaser of such disagreement within sixty thirty (6030) days after delivery of the Closing Statement (such notice, the “Disagreement Notice”). The Disagreement Notice shall set forth, in reasonable detail, any disagreement with, and any requested adjustment to, the Closing Statement. If the Purchaser fails Main Sellers fail to deliver the Disagreement Notice by the end of such sixty- thirty- (60-30-) day period, the Purchaser Main Sellers shall be deemed to have accepted as final the Closing Statement delivered by the Main Sellers and the EMEA SellersPurchaser. Matters included in the calculations in the Closing Statement to which the Purchaser does Main Sellers do not object in the Disagreement Notice shall be deemed accepted by the Purchaser Main Sellers and shall not be subject to further dispute or review. Throughout the periods during which the Closing Statement is being prepared and any disputes that may arise under this Section 2.2.3 are being resolved, the Main Sellers and the EMEA Sellers Purchaser shall, promptly upon request, provide the Purchaser, the Designated Purchasers Main Sellers and their respective accountants reasonable access to the books, records, documents, schedules, workpapers records and personnel of the Business and all documents, schedules and workpapers used by the Purchaser in the preparation of the Closing Statement or that are otherwise reasonably necessary for the Main Sellers and the EMEA Sellers in connection with the Purchaser’s and its accountants’ their accountants to review of the Closing Statement (other than any such documents, schedules schedules, workpapers and workpapers that are subject to other information the disclosure of which could jeopardize any attorney-client privilegeor legal privilege or contravene any applicable Law, fiduciary duty or agreement; it being understood, however, that Main Sellers Purchaser and EMEA Sellers the Designated Purchasers shall cooperate in any reasonable efforts and requests for waivers that would enable otherwise required disclosure to the Purchaser, the Designated Purchasers Main Sellers or their respective representatives to occur without so jeopardizing privilegeprivilege or contravening such Law, duty or agreement). The Purchaser, the Main Sellers and the EMEA Sellers Purchaser shall negotiate in good faith to resolve any disagreement with respect to the Closing Statement, and any resolution agreed to in writing by the Purchaser and the Main Sellers and the EMEA Sellers Purchaser shall be final and binding upon the Parties. (c) If the Purchaser and the Main Sellers and the EMEA Sellers Purchaser are unable to resolve any disagreement as contemplated by Section 2.2.3.1(b) within fourteen thirty (1430) days after delivery of a Disagreement Notice by the Purchaser, either the Main Sellers, the EMEA Sellers or Independent Auditor shall serve as arbitrator (the Purchaser may appoint the “Accounting Arbitrator, on behalf of all Parties and the EMEA Sellers, ”) to resolve such disagreement. The Accounting Arbitrator’s determination shall be based only on the written submissions by the Main Sellers, the EMEA Sellers and the Purchaser and not upon any independent review by the Accounting Arbitrator. The Primary Parties and NNUK shall instruct the Accounting Arbitrator and the Accounting Arbitrator shall to consider only those items and amounts set forth in the Closing Statement as to which the Main Sellers, the EMEA Sellers and the Purchaser have not resolved their disagreement and to conduct such hearing as it considers necessary to resolve such disagreement. With respect to each such item, the decision of the Accounting Arbitrator shall be the amount claimed by the The Main Sellers and the EMEA Sellers, the amount claimed by the Purchaser, or an amount between the amount claimed by the Main Sellers and the EMEA Sellers and the amount claimed by the Purchaser. The Main Sellers, NNUK and the Purchaser shall instruct, and they shall use their reasonable best efforts to cause, cause the Accounting Arbitrator to deliver to the Primary Parties and NNUKParties, as promptly as practicable (and in no event later than thirty fifteen (3015) days after his or her its appointment), a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement. Such report and the Closing Statement, as adjusted thereby, shall be final and binding upon the Parties Sellers and the EMEA Sellers. Neither the Main Sellers or the EMEA Sellers nor the Purchaser shall have any ex parte communications or meetings with the Accounting Arbitrator regarding the subject matter hereof without the other Party’s prior consentPurchaser. In the event the Accounting Arbitrator concludes that the Purchaser was correct as to a majority (by dollar amount) of the disputed items, then the Sellers and the EMEA Sellers shall pay the Accounting Arbitrator’s fees, costs and expenses. In the event the Accounting Arbitrator concludes that the Main Sellers and the EMEA Sellers were correct as to a majority (by dollar amount) of the disputed items, then the Purchaser shall pay the Accounting Arbitrator’s fees, costs and expenses.

Closing Statement Dispute Resolution. (a) As promptly as practicable (and in any event within sixty thirty (6030) days after the Closing), the Main Sellers and the EMEA Sellers Purchaser shall deliver to the Purchaser Main Sellers a written statement (the “Closing Statement”) that shall contain their the Purchaser’s final calculation of (i) the Net Inventory Value as of the Closing (the “Closing Net Inventory AdjustmentValue”), (ii) the Companies CIP Receivables Amount as of the Closing (the “Closing CIP Receivables Amount”), (iii) the Contractual Liabilities Amount as of the Closing (the “Closing Contractual Liabilities Amount”), (iv) the Royalty Liability Amount as of the Closing (the “Closing Royalty Liability Amount”), (v) the Warranty Provision as of the Closing (the “Closing Warranty Provision Amount”), (vi) the Adjusted Net Working Capital as of the Closing (the “Closing Companies Adjusted Net Working Capital”), which shall be in the form of and shall use the line items as set out in the Adjusted Net Working Capital Statement, (iiivii) the Retirement Obligation Employee Adjustment Amount as of the Closing Date for the relevant Transferred Employees (the “Closing Retirement Obligation Amount”), (iv) the Accrued Vacation Amount as of the Closing Date (except that the item described in clause (y) of the definition of Accrued Vacation Amount shall be calculated under that portion of said clause (y) that pertains to the Closing Accrued Vacation Amount) for the relevant Transferred Employees (the “Closing Accrued Vacation Amount”), (v) the Net Debt Adjustment as of the Closing (the “Closing Net Debt AdjustmentEmployee Adjustment Amount”), (vi) the Adjustment Payment, (vii) the EMEA Downward Adjustment as of the Closing (the “Closing EMEA Downward Adjustment”), and (viii) the EMEA Holiday Adjustment as of final Purchase Price based on the foregoing, which shall be equal to one billion one hundred thirty million dollars ($1,130,000,000); minus (A) $2,600,000 for the China Assets; plus (B) an amount, which may be positive or negative, equal to the Closing Adjusted Net Working Capital (calculated without double-counting Cure Costs) plus $22,000,000; minus (C) the Closing Employee Adjustment Amount; provided, however, that if the amount calculated in clause (B) is a positive number greater than $30,000,000, then such amount shall be deemed to be $30,000,000 for purposes of calculating the Purchase Price (the “Closing EMEA Holiday Adjustment”), (ix) the final Purchase Price, and (x) so adjusted as provided in this Section 2.2.3.1(a), the amounts payable by either Party pursuant to Sections 2.2.3.2(a) through 2.2.3.2(h) as an adjustment to the Estimated “Final Purchase Price”). The Closing Statement shall be prepared in accordance with the Calculation Principles and the terms hereof. Throughout the periods during which the Closing Statement is being prepared and any disputes that may arise under this Section 2.2.3 are being resolved, the Purchaser and the Designated Purchasers shall, promptly upon request, provide the Main Sellers, the EMEA Sellers and their respective accountants reasonable access to the books, records, documents, schedules and workpapers and personnel of the Business and the Companies in connection with the preparation of the Closing Statement and resolution of any disagreements with respect thereto. (b) If the Purchaser (acting on its own behalf and as agent of the Designated Purchasers (if applicable)) disagrees Main Sellers disagree with the determination of the Closing Statement, the Purchaser Main Sellers shall notify the Main Sellers and the EMEA Sellers Purchaser of such disagreement within sixty thirty (6030) days after delivery of the Closing Statement (such notice, the “Disagreement Notice”). The Disagreement Notice shall set forth, in reasonable detail, any disagreement with, and any requested adjustment to, the Closing Statement. If the Purchaser fails Main Sellers fail to deliver the Disagreement Notice by the end of such sixty- thirty (60-30) day period, the Purchaser Main Sellers shall be deemed to have accepted as final the Closing Statement delivered by the Main Sellers and the EMEA SellersPurchaser. Matters included in the calculations in the Closing Statement to which the Purchaser does Main Sellers do not object in the Disagreement Notice shall be deemed accepted by the Purchaser Main Sellers and shall not be subject to further dispute or review. Throughout the periods during which the Closing Statement is being prepared and any disputes that may arise under this Section 2.2.3 are being resolved, the Main Sellers and the EMEA Sellers Purchaser shall, promptly upon request, provide the Purchaser, the Designated Purchasers Main Sellers and their respective accountants reasonable access to the books, records, documents, schedules, workpapers records and personnel of the Main Sellers Business and the EMEA Sellers in connection with the Purchaser’s and its accountants’ review of the Closing Statement (other than any such all documents, schedules and workpapers used by the Purchaser in the preparation of the Closing Statement or that are subject otherwise reasonably necessary for the Main Sellers and their accountants to review the Closing Statement (provided that nothing herein shall require the Purchaser to disclose any information to the Main Sellers if such information disclosure would jeopardize any attorney-client privilege; or legal privilege or contravene any applicable Law, fiduciary duty or agreement, it being understood, however, that Main Sellers Purchaser and EMEA Sellers the Designated Purchasers shall cooperate in any reasonable efforts and requests for waivers that would enable otherwise required disclosure to the Purchaser, the Designated Purchasers Main Sellers or their respective representatives Representatives to occur without so jeopardizing privilegeprivilege or contravening such Law, duty or agreement). The Purchaser, the Main Sellers and the EMEA Sellers Purchaser shall negotiate in good faith to resolve any disagreement with respect to the Closing Statement, and any resolution agreed to in writing by the Purchaser and the Main Sellers and the EMEA Sellers Purchaser shall be final and binding upon the Parties. (c) If the Purchaser and the Main Sellers and the EMEA Sellers Purchaser are unable to resolve any disagreement as contemplated by Section 2.2.3.1(b) within fourteen thirty (1430) days after delivery of a Disagreement Notice by the Purchaser, either the Main Sellers, the EMEA Sellers or Independent Auditor shall serve as arbitrator (the Purchaser may appoint the “Accounting Arbitrator, on behalf of all Parties and the EMEA Sellers, ”) to resolve such disagreement. The Accounting Arbitrator’s determination shall be based only on the written submissions by the Main Sellers, the EMEA Sellers and the Purchaser and not upon any independent review by the Accounting Arbitrator. The Primary Parties and NNUK shall instruct the Accounting Arbitrator and the Accounting Arbitrator shall to consider only those items and amounts set forth in the Closing Statement as to which the Main Sellers, the EMEA Sellers and the Purchaser Primary Parties have not resolved their disagreement and to conduct such hearings as it considers necessary to resolve such disagreement. With respect to each such item, the decision of the Accounting Arbitrator shall be the amount claimed by the Main Sellers and the EMEA Sellers, the amount claimed by the Purchaser, or an amount between the amount claimed by the Main Sellers and the EMEA Sellers and the amount claimed by the Purchaser. The Main Sellers, NNUK and the Purchaser shall instruct, and they Primary Parties shall use their reasonable best efforts to cause, cause the Accounting Arbitrator to deliver to the Primary Parties and NNUKParties, as promptly as practicable (and in no event later than thirty fifteen (3015) days after his or her its appointment), a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement. Such report and the Closing Statement, as adjusted thereby, shall be final and binding upon the Parties Sellers, the Purchaser and the EMEA Sellers. Neither the Main Sellers or the EMEA Sellers nor the Purchaser shall have any ex parte communications or meetings with the Accounting Arbitrator regarding the subject matter hereof without the other Party’s prior consentDesignated Purchaser. In the event the Accounting Arbitrator concludes that the Purchaser was correct as to a majority (by dollar amount) of the disputed items, then the Sellers and the EMEA Sellers shall pay the Accounting Arbitrator’s fees, costs and expenses. In the event the Accounting Arbitrator concludes that the Main Sellers and the EMEA Sellers were correct as to a majority (by dollar amount) of the disputed items, then the Purchaser shall pay the Accounting Arbitrator’s fees, costs and expenses.