Common use of Closing Statement Dispute Clause in Contracts

Closing Statement Dispute. (i) Within sixty (60) days following receipt by Sellers of the Closing Statement, Sellers shall deliver written notice to Buyers of any dispute they have with respect to the preparation or content of the Closing Statement (the “Adjustment Dispute Notice”). If Sellers do not notify Buyers of a dispute with respect to the Closing Statement within such 60-day period, such Closing Statement will be final, conclusive and binding on the Parties. (ii) In the event Sellers deliver an Adjustment Dispute Notice with respect to only certain of the amounts set forth in the Closing Statement but not others, then any undisputed amount shall be deemed to be final, binding and conclusive. In the event the Sellers deliver an Adjustment Dispute Notice to Buyers, then Sellers and Buyers shall cooperate in good faith for a period of thirty (30) calendar days commencing on the date of delivery of the Adjustment Dispute Notice to resolve any such dispute as promptly as possible. During such thirty- day (30-day) period, the Buyers shall provide Sellers reasonable access to the Buyers’ and the Group’s personnel, properties, Contracts, documents, books, records, files and other data (including Tax Returns) relevant to the calculation of the Closing Statement (subject to the execution of customary work paper access letters and confidentiality agreements if requested). (iii) If Buyers and Sellers fail to resolve such disputed items within 30 days after Sellers advise Buyers of Sellers’ objections in writing, then Buyers and Sellers jointly shall engage the Arbitration Firm to resolve only such disputed items. In the event Buyers and Sellers engage the Arbitration Firm, as promptly as practicable thereafter, Buyers, on the one hand, and Sellers, on the other hand, shall each prepare and submit a presentation to the Arbitration Firm. As soon as practicable thereafter, Buyers and Sellers shall cause the Arbitration Firm to choose one of the Party’s positions on each of the disputed items based solely upon the presentation by Buyers and Sellers. The Arbitration Firm (A) may only resolve disagreements as to matters covered by the Adjustment Dispute Notice (which disagreements shall refer to the definitions and specific line items set out in Schedule 2.3(a) (if applicable)); (B) shall base its determination solely on (1) the written submissions of the Parties and shall not conduct an independent investigation and (2) the Closing Accounting Policies and the provisions set forth in this Section 2.3; and (C) shall not assign any value with respect to a disputed amount that is greater than the highest value for such amount claimed by either Sellers or Buyers or that is less than the lowest value for such amount claimed by either Sellers or Buyers. The Arbitration Firm shall be instructed to render a determination as soon as reasonably possible (which the Parties agree should not be later than thirty (30) calendar days following the day on which the disagreement is referred to the Arbitration Firm). The Arbitration Firm shall conduct the determination activities in a manner wherein (x) each of Sellers and Buyers promptly provide their assertions regarding the specific items in dispute set forth in the Adjustment Dispute Notice to the Arbitration Firm and to each other, substantially simultaneously and (y) all materials submitted are held in confidence and shall not be disclosed to any third parties. (iv) Buyers, on the one hand, and Sellers, on the other hand, shall each be responsible for fifty percent (50%) of the fees and expenses of the Arbitration Firm; provided, however, that the allocation of such fees and expenses among Buyers and Sellers may be modified by the Arbitration Firm to the extent the Arbitration Firm determines that either Buyers or Sellers took any position with respect to the Closing Statement in bad faith. All determinations made by the Arbitration Firm (including any determination concerning the allocation of fees and expenses pursuant to the immediately preceding sentence) will be final, conclusive and binding on the Parties. The Parties agree that judgment may be entered upon the determination of the Arbitration Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Notwithstanding anything herein to the contrary, the dispute resolution mechanism contained in this Section 2.3(c) shall be the exclusive mechanism for resolving disputes regarding the Purchase Price adjustment, if any. Except in the instance of fraud, the Parties further agree not to pursue any legal claim or action against the Arbitration Firm as a result of its determinations pursuant to this Section 2.3(c).

Closing Statement Dispute. (i) Within sixty If the Seller Representative disputes the accuracy of the calculations reflected in the Closing Statement, the Seller Representative shall provide written notice to Parent no later than thirty (6030) days following receipt delivery by Sellers Parent to the Seller Representative of the Closing Statement, Sellers shall deliver written notice to Buyers of any dispute they have with respect to setting forth those items that the preparation or content of the Closing Statement Seller Representative disputes (the “Adjustment Dispute Notice”). If Sellers do the Seller Representative does not notify Buyers deliver a Dispute Notice within such thirty (30) day period, then the calculation of Final Equity Value reflected in the Closing Statement shall be deemed final, conclusive and binding on the parties in all respects; provided, however, that if Parent has not provided the access or information to the Seller Representative pursuant to Section 3.5(c), the deadline for delivery of a Dispute Notice shall be tolled until Parent provides such access or information pursuant to Section 3.5(c). Any items not specifically disputed in any Dispute Notice shall be deemed final, conclusive and binding on the parties in all respects. During the thirty (30) day period following delivery of a Dispute Notice, Parent and the Seller Representative shall negotiate in good faith to resolve such disputed items. Prior to the end of such thirty (30) day period, the Seller Representative may accept the Closing Statement by delivering written notice to that effect to Parent, in which case the Final Equity Value will be finally determined when such notice is given. If Parent and the Seller Representative, notwithstanding such good faith effort, fail to resolve the dispute set forth in the Dispute Notice within thirty (30) days after the Seller Representative delivers the Dispute Notice to Parent, then either Parent or the Seller Representative shall have the right to engage FTI Consulting, or if such firm is unable or unwilling to accept its appointment, an independent nationally recognized accounting firm with experience in such matters and that is mutually agreed upon by Xxxxxx and the Seller Representative (in either case, the “Accounting Firm”).The parties acknowledge and agree that the Federal Rules of Evidence Rule 408 and any similar state rules shall apply to Parent and Seller Representative (and any of their respective representatives) during any such negotiations and any subsequent dispute arising therefrom. Parent and the Seller Representative shall each prepare and submit to the Accounting Firm (A) a single written presentation (which presentations shall be limited to the items specifically submitted to the Accounting Firm for evaluation) within ten (10) Business Days after the engagement thereof (which the Accounting Firm shall promptly forward to Parent or the Seller Representative, as applicable, after both presentations have been received or the time for submission of presentations has expired); and (B) one written response within five (5) Business Days after receipt of each such presentation (which the Accounting Firm shall forward to Parent or Seller Representative, as applicable, after both responses have been received or the time for submission of responses has expired); provided, that Parent and the Seller Representative cannot assign a value to any disputed item that is more favorable to such party than what such party included in the Closing Statement or the Dispute Notice, as applicable, and cannot introduce new items into the dispute that were not previously subject to dispute. Parent and Seller Representative shall use reasonable best efforts to cause the Accounting Firm to render its written decision with respect to only the unresolved disputed items set forth in the Dispute Notice (and no other items), as soon as practicable thereafter, but no later than ten (10) Business Days from the final submission of the presentations from Parent and the Seller Representative, based solely upon such presentations and this Agreement. In resolving any disputed item, the Accounting Firm shall act as an expert and not as an arbitrator and the Accounting Firm may not assign a value to any item greater than the maximum value for such item claimed by either party or less than the minimum value of such item claimed by either party. The fees and expenses of the Accounting Firm shall be allocated to be paid by Xxxxxx, on the one hand, and the Seller Representative, on the other, based upon the percentage that the portion of the contested amount not awarded to each such party bears to the amount actually contested by such party, as determined by the Accounting Firm. For example, if the Seller Representative claims in a Dispute Notice that the Net Working Capital is $1,000 greater than the amount determined by Parent in the Closing Statement within Statement, and if the Accounting Firm ultimately resolves the dispute by awarding the Seller Representative $600 of the $1,000 contested, then the costs and expenses of the Accounting Firm will be allocated sixty percent (60%) (i.e., 600 ÷ 1,000) to Parent and forty percent (40%) (i.e., 400 ÷ 1,000) to the Seller Representative (on behalf of the Stockholders). Except as provided in the preceding sentence, all other costs and expenses incurred by the parties in connection with resolving any dispute hereunder before the Accounting Firm shall be borne by the party incurring such 60-day periodcost and expense. All determinations made by the Accounting Firm, such Closing Statement absent fraud or manifest error, will be final, conclusive and binding on the Parties. (ii) In the event Sellers deliver an Adjustment Dispute Notice with respect all parties to only certain of the amounts set forth this Agreement in the Closing Statement but not othersall respects. Neither Parent, then any undisputed amount shall be deemed to be final, binding and conclusive. In the event the Sellers deliver an Adjustment Dispute Notice to Buyers, then Sellers and Buyers shall cooperate in good faith for a period of thirty (30) calendar days commencing on the date of delivery of the Adjustment Dispute Notice to resolve any such dispute as promptly as possible. During such thirty- day (30-day) periodMerger Sub, the Buyers shall provide Sellers reasonable access to Surviving Corporation, the Buyers’ Seller Representative, the Company and the Group’s personnel, properties, Contracts, documents, books, records, files and other data (including Tax Returns) relevant to the calculation Company Subsidiaries nor any of the Closing Statement (subject to the execution of customary work paper access letters and confidentiality agreements if requested). (iii) If Buyers and Sellers fail to resolve such disputed items within 30 days after Sellers advise Buyers of Sellers’ objections in writing, then Buyers and Sellers jointly shall engage the Arbitration Firm to resolve only such disputed items. In the event Buyers and Sellers engage the Arbitration Firm, as promptly as practicable thereafter, Buyers, on the one hand, and Sellers, on the other handtheir respective Affiliates, shall each prepare and submit a presentation to have any ex parte conversations or meetings with the Arbitration Firm. As soon as practicable thereafter, Buyers and Sellers shall cause the Arbitration Accounting Firm to choose one of the Party’s positions on each of in connection with the disputed items based solely upon hereunder without the presentation by Buyers and Sellers. The Arbitration Firm (A) may only resolve disagreements as to matters covered by the Adjustment Dispute Notice (which disagreements shall refer to the definitions and specific line items set out in Schedule 2.3(a) (if applicable)); (B) shall base its determination solely on (1) the written submissions prior consent of the Parties and shall not conduct an independent investigation and (2) the Closing Accounting Policies and the provisions set forth in this Section 2.3; and (C) shall not assign any value with respect to a disputed amount that is greater than the highest value for such amount claimed by either Sellers or Buyers or that is less than the lowest value for such amount claimed by either Sellers or Buyers. The Arbitration Firm shall be instructed to render a determination as soon as reasonably possible (which the Parties agree should not be later than thirty (30) calendar days following the day on which the disagreement is referred to the Arbitration Firm). The Arbitration Firm shall conduct the determination activities in a manner wherein (x) each of Sellers and Buyers promptly provide their assertions regarding the specific items in dispute set forth in the Adjustment Dispute Notice to the Arbitration Firm and to each other, substantially simultaneously and (y) all materials submitted are held in confidence and shall not be disclosed to any third other parties. (iv) Buyers, on the one hand, and Sellers, on the other hand, shall each be responsible for fifty percent (50%) of the fees and expenses of the Arbitration Firm; provided, however, that the allocation of such fees and expenses among Buyers and Sellers may be modified by the Arbitration Firm to the extent the Arbitration Firm determines that either Buyers or Sellers took any position with respect to the Closing Statement in bad faith. All determinations made by the Arbitration Firm (including any determination concerning the allocation of fees and expenses pursuant to the immediately preceding sentence) will be final, conclusive and binding on the Parties. The Parties agree that judgment may be entered upon the determination of the Arbitration Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Notwithstanding anything herein to the contrary, the dispute resolution mechanism contained in this Section 2.3(c) shall be the exclusive mechanism for resolving disputes regarding the Purchase Price adjustment, if any. Except in the instance of fraud, the Parties further agree not to pursue any legal claim or action against the Arbitration Firm as a result of its determinations pursuant to this Section 2.3(c).

Closing Statement Dispute. (i) Within sixty thirty (6030) days following receipt by Sellers Seller Representative of the Closing Statement, Sellers Seller Representative shall deliver written notice to Buyers Buyer stating whether it accepts or disputes the accuracy of any dispute they have with respect to the preparation or content of calculations reflected in the Closing Statement. If Seller Representative accepts the calculations reflected in the Closing Statement (the “Adjustment Dispute Notice”). If Sellers do or if Seller Representative does not notify Buyers Buyer of a dispute with respect to the Closing Statement within such 60thirty-day period, such then the calculation of Closing Cash, Closing Indebtedness, Closing Transaction Expenses, and Closing Working Capital reflected in the Closing Statement, in each case, shall be deemed final, conclusive and binding on the Parties in all respects. (ii) If Seller Representative disputes the accuracy of the calculations reflected in the Closing Statement, Seller Representative shall provide written notice to Buyer no later than thirty (30) days following receipt by Seller Representative of the Closing Statement setting forth those items that Seller Representative disputes (the “Dispute Notice”), which Dispute Notice shall set forth in reasonable detail the particulars of such dispute. During the thirty-day period following delivery of a Dispute Notice, Buyer and Seller Representative shall negotiate in good faith to resolve such disputed items. If Buyer and Seller Representative, notwithstanding such good faith effort, fail to resolve the disputes set forth in the Dispute Notice within thirty (30) days following delivery of a Dispute Notice, then Buyer and Seller Representative shall jointly engage an independent nationally recognized accounting firm with experience in such matters and that is mutually agreed upon by Buyer and Seller Representative (in either case, the “Accounting Firm”). As promptly as practicable thereafter, Buyer and Seller Representative shall each prepare and submit a presentation (only with respect to the unresolved disputed items set forth in the Dispute Notice, with any undisputed items or resolved disputed items to be considered final, conclusive and binding on the Parties in all respects) to the Accounting Firm; provided, however, that copies of all such materials are concurrently provided to the other Party (or the Seller Representative, as applicable) and that such discussions may only occur in the presence (including by telephone) of the other Party (or the Seller Representative, as applicable). As soon as practicable thereafter, but no later than thirty (30) Business Days from the final submission of presentations from Buyer and Seller Representative, Buyer and Seller Representative shall cause the Accounting Firm to render its written decision with respect to the unresolved disputed items set forth in the Dispute Notice based solely upon the presentations by Buyer and Seller Representative, together with any supporting material related thereto requested by the Accounting Firm, copies of which shall be provided to the other Party (or the Seller Representative, as applicable). In resolving any disputed item, the Accounting Firm may not assign a value to any item greater than the maximum value for such item claimed by either party or less than the minimum value of such item claimed by either party. The Accounting Firm shall have full authority to resolve issues relating to the disputed items in the Closing Statement (including procedural, legal, factual and accounting issues); provided, however, that the Accounting Firm shall not have the authority to resolve (I) claims for breaches of representations, warranties or covenants or (II) other claims that are not primarily within the scope of the unresolved disputed items in the Closing Statement, including as to any undisputed items or resolved disputed items. The Accounting Firm shall make its determination based solely on presentations by Buyer and the Seller Representative, together with any supporting material related thereto requested by the Accounting Firm, and not on the basis of independent review. The final judgment of the Accounting Firm may be entered into any court having jurisdiction over the issues addressed by the Accounting Firm pursuant to this Section 2.5(c). The parties hereto and the Accounting Firm will keep confidential, and will not disclose to any Person, except to their attorneys, investors and Representatives (and, in the case of the Seller Representative, to the Selling Equityholders) or as may be required by Law or in connection with enforcing the decision of the Accounting Firm, the existence of any dispute, claim or controversy under this Section 2.5, the referral of any such dispute, claim or controversy to the Accounting Firm or the status or resolution thereof. The fees and expenses of the Accounting Firm shall be allocated to be paid by Buyer, on the one hand, and Seller Representative, on the other, based upon the percentage that the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party (or, with respect to the Selling Equityholders, by the Seller Representative on behalf of such Party), as determined by the Accounting Firm. For example, if Seller Representative claims in a Dispute Notice that the Closing Working Capital is $1,000 greater than the amount determined by Buyer in the Closing Statement, and if the Accounting Firm ultimately resolves the dispute by awarding Seller $600 of the $1,000 contested, then the costs and expenses of the Accounting Firm will be allocated sixty percent (60%) (i.e., 600 ÷ 1,000) to Buyer and forty percent (40%) (i.e., 400 ÷ 1,000) to Sellers. All determinations made by the Accounting Firm will be final, conclusive and binding on the Parties. (iiiii) In the event Sellers deliver an Adjustment Dispute Notice with respect to only certain of the amounts set forth in the Closing Statement but not others, then any undisputed amount shall be deemed to be The final, binding and conclusive. In the event the Sellers deliver an Adjustment Dispute Notice to Buyers, then Sellers and Buyers shall cooperate in good faith for a period of thirty (30) calendar days commencing on the date of delivery of the Adjustment Dispute Notice to resolve any such dispute as promptly as possible. During such thirty- day (30-day) period, the Buyers shall provide Sellers reasonable access to the Buyers’ and the Group’s personnel, properties, Contracts, documents, books, records, files and other data (including Tax Returns) relevant to the conclusive calculation of Closing Cash, Closing Indebtedness, Closing Transaction Expenses and Closing Working Capital based either upon agreement or deemed agreement by Buyer and Seller Representative in accordance with Section 2.5(c)(i) or Section 2.5(c)(ii), or the Closing Statement (subject to the execution of customary work paper access letters and confidentiality agreements if requested). (iii) If Buyers and Sellers fail to resolve such disputed items within 30 days after Sellers advise Buyers of Sellers’ objections in writing, then Buyers and Sellers jointly shall engage the Arbitration Firm to resolve only such disputed items. In the event Buyers and Sellers engage the Arbitration Firm, as promptly as practicable thereafter, Buyers, on the one hand, and Sellers, on the other hand, shall each prepare and submit a presentation to the Arbitration Firm. As soon as practicable thereafter, Buyers and Sellers shall cause the Arbitration Firm to choose one of the Party’s positions on each of the disputed items based solely upon the presentation by Buyers and Sellers. The Arbitration Firm (A) may only resolve disagreements as to matters covered written determination delivered by the Adjustment Dispute Notice (which disagreements shall refer to the definitions and specific line items set out Accounting Firm in Schedule 2.3(a) (if applicableaccordance with Section 2.5(c)(ii)); (B) shall base its determination solely on (1) the written submissions of the Parties and shall not conduct an independent investigation and (2) the Closing Accounting Policies and the provisions set forth in this Section 2.3; and (C) shall not assign any value with respect to a disputed amount that is greater than the highest value for such amount claimed by either Sellers or Buyers or that is less than the lowest value for such amount claimed by either Sellers or Buyers. The Arbitration Firm shall be instructed to render a determination as soon as reasonably possible (which the Parties agree should not be later than thirty (30) calendar days following the day on which the disagreement is referred to the Arbitration Firm). The Arbitration Firm shall conduct the determination activities in a manner wherein (x) each of Sellers and Buyers promptly provide their assertions regarding the specific items in dispute set forth in the Adjustment Dispute Notice to the Arbitration Firm and to each other, substantially simultaneously and (y) all materials submitted are held in confidence and shall not be disclosed to any third parties. (iv) Buyers, on the one hand, and Sellers, on the other hand, shall each be responsible for fifty percent (50%) of the fees and expenses of the Arbitration Firm; provided, however, that the allocation of such fees and expenses among Buyers and Sellers may be modified by the Arbitration Firm to the extent the Arbitration Firm determines that either Buyers or Sellers took any position with respect to the Closing Statement in bad faith. All determinations made by the Arbitration Firm (including any determination concerning the allocation of fees and expenses pursuant to the immediately preceding sentence) will be finalthe “Final Cash,” “Final Indebtedness,” “Final Transaction Expenses,” and “Final Working Capital,” respectively, conclusive and binding on the Parties. The Parties agree that judgment may be entered upon the determination for all purposes of the Arbitration Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Notwithstanding anything herein to the contrary, the dispute resolution mechanism contained in this Section 2.3(c) shall be the exclusive mechanism for resolving disputes regarding the Purchase Price adjustment, if any. Except in the instance of fraud, the Parties further agree not to pursue any legal claim or action against the Arbitration Firm as a result of its determinations pursuant to this Section 2.3(c)Agreement.

Closing Statement Dispute. (i) Within sixty (60) days following receipt by Sellers If Seller disputes the accuracy of the calculations reflected in the Closing Statement, Sellers Seller shall deliver provide written notice to Buyers of any dispute they have with respect Purchaser no later than forty-five (45) days (such forty-five (45) day period, the “Review Period”) following delivery (or deemed delivery, as applicable) by Purchaser to the preparation or content Seller of the Closing Statement setting forth those items that Seller disputes (the “Adjustment Dispute Notice”). If Sellers do Seller does not notify Buyers deliver a Dispute Notice within the Review Period, then the calculation of a dispute with respect to Equity Value reflected in the Closing Statement within such 60-day period, such Closing Statement will shall be deemed final, conclusive and binding on the Parties. parties in all respects; provided, however, that the Review Period shall be extended by one day for each day during the Review Period that Purchaser has not provided access or information to Seller in accordance with Section 2.5(d). During the thirty (ii30) In day period following delivery of a Dispute Notice, Purchaser and Seller shall negotiate in good faith to resolve such disputed items. If Purchaser and Seller, notwithstanding such good faith effort, fail to resolve the event Sellers deliver an Adjustment Dispute Notice with respect to only certain of the amounts disputed items set forth in the Closing Statement but not others, then any undisputed amount shall be deemed to be final, binding and conclusive. In the event the Sellers deliver an Adjustment Dispute Notice to Buyers, then Sellers and Buyers shall cooperate in good faith for a period of within thirty (30) calendar days commencing on after Seller delivers the date of delivery of the Adjustment Dispute Notice to resolve any Purchaser, then Purchaser or Seller shall jointly engage Xxxxx Xxxxxxxx LLP, or if such dispute as promptly as possible. During firm is unable or unwilling to accept its appointment, an independent nationally recognized accounting firm with experience in such thirty- day matters and that is mutually agreed upon by Xxxxxxxxx and Seller (30-day) periodin either case, the Buyers shall provide Sellers reasonable access to the Buyers’ and the Group’s personnel“Accounting Firm”), properties, Contracts, documents, books, records, files and other data (including Tax Returns) relevant to the calculation of the Closing Statement (subject to the execution of customary work paper access letters and confidentiality agreements if requested). (iii) If Buyers and Sellers fail to resolve such the disputed items within 30 days after Sellers advise Buyers of Sellers’ objections in writing, then Buyers (acting as an expert and Sellers jointly shall engage the Arbitration Firm to resolve only such disputed itemsnot an arbitrator). In the event Buyers and Sellers engage the Arbitration Firm, as As promptly as practicable thereafter, Buyers, on the one hand, Purchaser and Sellers, on the other hand, Seller shall each prepare and submit a presentation to the Arbitration FirmAccounting Firm one written presentation (only with respect to the unresolved disputed items set forth in the Dispute Notice) and one written response to the other party’s written presentation; provided, that Purchaser and Seller cannot assign a value to any disputed item that is more favorable to such party than what such party included in the Closing Statement or the Dispute Notice, as applicable; provided further, however, that copies of all such materials are concurrently provided to the other party and that discussions with the Accounting Firm may only occur in the presence (including by telephone) of the other party. As soon as practicable thereafter, Buyers and Sellers shall cause the Arbitration Firm to choose one of the Party’s positions on each of the disputed items based solely upon the presentation by Buyers and Sellers. The Arbitration Firm (A) may only resolve disagreements as to matters covered by the Adjustment Dispute Notice (which disagreements shall refer to the definitions and specific line items set out in Schedule 2.3(a) (if applicable)); (B) shall base its determination solely on (1) the written submissions of the Parties and shall not conduct an independent investigation and (2) the Closing Accounting Policies and the provisions set forth in this Section 2.3; and (C) shall not assign any value with respect to a disputed amount that is greater than the highest value for such amount claimed by either Sellers or Buyers or that is less than the lowest value for such amount claimed by either Sellers or Buyers. The Arbitration Firm shall be instructed to render a determination as soon as reasonably possible (which the Parties agree should not be but no later than thirty (30) calendar days following from the day on which final submission of presentations from Purchaser and Seller, Purchaser and Seller shall use reasonable best efforts to cause the disagreement is referred Accounting Firm to render its written decision (including reasonable supporting detail thereto) with respect to only the Arbitration Firm). The Arbitration Firm shall conduct the determination activities in a manner wherein (x) each of Sellers and Buyers promptly provide their assertions regarding the specific unresolved disputed items in dispute set forth in the Adjustment Dispute Notice (and no other items) based solely upon the terms and provisions of this Agreement and the presentations by Purchaser and Seller and not by way of an independent review (it being acknowledged and agreed that the failure of the Accounting Firm to strictly conform to any deadline or time period contained herein shall not render the Arbitration determination of the Accounting Firm and to each other, substantially simultaneously and (y) all materials submitted are held in confidence invalid and shall not be disclosed a basis for seeking to overturn any determination rendered by the Accounting Firm). No formal hearing with the Accounting Firm will be held and no discovery will be permitted; provided that at the Accounting Firm’s reasonable request, Seller and Purchaser may respond to requests for additional information or to answer questions from the Accounting Firm. In resolving any disputed item, the Accounting Firm may not assign a value to any third parties. (iv) Buyers, on item greater than the one hand, and Sellers, on maximum value for such item claimed by either party or less than the other hand, shall each be responsible for fifty percent (50%) minimum value of such item claimed by either party. The determination of the fees and expenses of Accounting Firm shall establish the Arbitration Firm; provided, however, that the allocation of such fees and expenses among Buyers and Sellers may be modified by the Arbitration Firm to the extent the Arbitration Firm determines that either Buyers or Sellers took any position with respect to the Closing Statement in bad faithFinal Equity Value. All determinations made by the Arbitration Firm (including any determination concerning the allocation of fees and expenses pursuant to the immediately preceding sentence) will be final, conclusive and binding on the Parties. The Parties agree that judgment Judgment may be entered upon the determination of the Arbitration Accounting Firm in any court having jurisdiction over the Party party against which such determination is to be enforced. Notwithstanding anything herein The fees and expenses of the Accounting Firm shall be allocated to be paid by Purchaser, on the one hand, and Seller, on the other, based upon the percentage that the portion of the contested amount not awarded to each party bears to the contraryamount actually contested by such party, as determined by the Accounting Firm. For example, if Seller claims in a Dispute Notice that the Net Working Capital is $1,000 greater than the amount determined by Purchaser in the Closing Statement, and if the Accounting Firm ultimately resolves the dispute resolution mechanism contained in this Section 2.3(cby awarding Seller $600 of the $1,000 contested, then the costs and expenses of the Accounting Firm will be allocated 60% (i.e., 600 ÷ 1,000) shall to Purchaser and 40% (i.e., 400 ÷ 1,000) to Seller. Absent fraud or manifest mathematical error, all determinations made by the Accounting Firm will be the exclusive mechanism for resolving disputes regarding the Purchase Price adjustmentfinal, if any. Except in the instance of fraud, the Parties further agree not to pursue any legal claim or action against the Arbitration Firm as a result of its determinations pursuant conclusive and binding on all parties to this Section 2.3(c)Agreement in all respects.

Closing Statement Dispute. (i) Within sixty forty-five (6045) days following receipt by Sellers the Seller Representative of the Closing Statement, Sellers the Seller Representative shall deliver written notice to Buyers Buyer of any dispute they have it has with respect to the preparation or content of the Closing Statement (the a “Adjustment Dispute Notice”), which Dispute Notice shall set forth in reasonable detail the nature and amount of such dispute. If Sellers do the Seller Representative does not notify Buyers of deliver a dispute Dispute Notice with respect to the Closing Statement within such 6045-day period, such Closing Statement will be final, conclusive and binding on the Parties. (ii) In the event Sellers deliver an Adjustment Dispute Notice with respect to only certain of the amounts set forth in the Closing Statement but not others, then any undisputed amount shall be deemed to be final, binding and conclusive. In the event the Sellers deliver an Adjustment Seller Representative timely delivers a Dispute Notice to BuyersBuyer, then Sellers Buyer and Buyers the Seller Representative shall cooperate negotiate in good faith for a period of thirty (30) calendar days commencing on the date of delivery of the Adjustment Dispute Notice to resolve any such dispute as promptly as possibledisputed items. During such thirty- day (30-day) period, the Buyers shall provide Sellers reasonable access to the Buyers’ If Buyer and the Group’s personnelSeller Representative, propertiesnotwithstanding such good faith effort, Contracts, documents, books, records, files and other data (including Tax Returns) relevant to the calculation of the Closing Statement (subject to the execution of customary work paper access letters and confidentiality agreements if requested). (iii) If Buyers and Sellers fail to resolve such disputed items within 30 fifteen (15) days after Sellers advise Buyers of Sellers’ objections in writingthe Seller Representative delivers the Dispute Notice, then Buyers Buyer and Sellers the Seller Representative jointly shall engage the Arbitration Firm to resolve only such disputed itemsitem(s) still in dispute. In the event Buyers Buyer and Sellers the Seller Representative engage the Arbitration Firm, as promptly as practicable practicable, and no later than fifteen (15) days thereafter, Buyers, on Buyer and the one hand, and Sellers, on the other hand, Seller Representative shall each prepare and submit a written presentation to the Arbitration Firm. As soon as practicable thereafter, Buyers Buyer and Sellers the Seller Representative shall cause instruct the Arbitration Firm to choose one of the Party’s positions on each of the disputed items render a decision based solely upon the written presentation by Buyers and Sellers. The Arbitration Firm (A) may only resolve disagreements as to matters covered by the Adjustment Dispute Notice (which disagreements shall refer to the definitions and specific line items set out in Schedule 2.3(a) (if applicable)); (B) shall base its determination solely on (1) the written submissions of the Parties and shall not conduct an independent investigation and (2) the Closing Accounting Policies Buyer and the provisions set forth in this Section 2.3; and (C) shall not assign any value with respect to a disputed amount that is greater than the highest value for such amount claimed by either Sellers or Buyers or that is less than the lowest value for such amount claimed by either Sellers or Buyers. The Arbitration Firm shall be instructed to render a determination Seller Representative as soon as reasonably possible (which the Parties agree should not be later than thirty forty-five (3045) calendar days following the day on which the disagreement dispute is referred to the Arbitration Firm). The In addition, Buyer and the Seller Representative shall instruct the Arbitration Firm to make all determinations in accordance with the Accounting Practices, notwithstanding the availability of other accounting methods, policies, practices or procedures under GAAP or otherwise. In resolving any disputed item, the Arbitration Firm (1) shall conduct be limited to picking from or between the determination activities values assigned to each item by Buyer and the Seller Representative in a manner wherein (x) the written presentation submitted by each of Sellers Buyer and Buyers promptly provide their assertions regarding the specific items Seller Representative to the Arbitration Firm, (2) may not assign a value to any item outside of the range of values claimed for such item by either Buyer or the Seller Representative, (3) may not conduct an independent investigation, and (4) shall be required to make its determination in dispute set forth accordance with this Agreement (including the definitions of the defined terms used in the Adjustment Dispute Notice this Section 2.5). (ii) All fees and expenses relating to appointment of the Arbitration Firm and the work, if any, to each otherbe performed by the Arbitration Firm will be borne in relative proportion to the amount by which Buyer’s computation of Working Capital, substantially simultaneously Closing Cash, Closing Company Debt and (y) all materials submitted are held in confidence and shall not be disclosed to any third parties. (iv) BuyersSelling Expenses set forth on the Closing Statement, on the one hand, and Sellersthe Seller Representative’s computation of Working Capital, Closing Cash, Closing Company Debt and Selling Expenses set forth on the Dispute Notice, on the other hand, differs from Working Capital, Closing Cash, Closing Company Debt and Selling Expenses as determined by the Arbitration Firm. Such allocation of responsibility for such fees and expenses shall each be responsible for fifty percent performed by the Arbitration Firm. For example, if the closing accounts receivable component of Working Capital is the only disputed item, and Buyer claims that closing accounts receivable is $1,000, and the Seller Representative contests that such amount is actually $1,500 (50%) thus contesting only $500 of the fees amount claimed by Buyer), and if the Arbitration Firm ultimately resolves the dispute by determining closing accounts receivable is actually $1,300 (thus awarding the Seller Representative $300 of the $500 contested), then the costs and expenses of the Arbitration Firm; providedFirm will be allocated 60% (i.e., however300 ÷ 500) to Buyer and 40% (i.e., that the allocation of such fees and expenses among Buyers and Sellers may be modified by the Arbitration Firm 200 ÷ 500) to the extent the Arbitration Firm determines that either Buyers or Sellers took any position with respect to the Closing Statement in bad faith. Seller Representative. (iii) All determinations made by the Arbitration Firm (including any determination concerning the allocation of fees and expenses pursuant to the immediately preceding sentence) will be final, conclusive and binding on the Parties. The Parties agree that judgment may be entered upon the determination of the Arbitration Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Notwithstanding anything herein to the contrary, the dispute resolution mechanism contained in this Section 2.3(c2.5(b) shall be the exclusive mechanism for resolving disputes regarding the Purchase Price adjustmentClosing Statement, if any. Except in the instance of fraud, the Parties further agree not to pursue any legal claim or action against the Arbitration Firm as a result of its determinations pursuant to this Section 2.3(c).

Closing Statement Dispute. (i) Within sixty (60) 45 days following receipt by Sellers Seller of the Closing Statement, Sellers Seller shall deliver written notice to Buyers Buyer of any dispute they have it has with respect to the preparation or content of the Closing Statement (the “Adjustment Dispute Notice”)Statement, which notice shall include reasonable detail, including each disputed item or amount and Seller’s basis for disagreement therewith. If Sellers do Seller does not notify Buyers Buyer of a dispute with respect to the 2 Closing Statement within such 6045-day period, such Closing Statement will be final, conclusive and binding on the Parties. (ii) In the event Sellers deliver an Adjustment Dispute Notice with respect to only certain of the amounts set forth in the Closing Statement but not others, then any undisputed amount shall be deemed to be final, binding and conclusiveparties. In the event the Sellers deliver an Adjustment Dispute Notice to Buyersof such notification of a dispute, then Sellers Buyer and Buyers Seller shall cooperate negotiate in good faith for a period of thirty (30) calendar days commencing to resolve such disputed items and any such resolution between them shall be final, conclusive and binding on the date of delivery of the Adjustment Dispute Notice to resolve any parties. If Buyer and Seller, notwithstanding such dispute as promptly as possible. During such thirty- day (30-day) periodgood faith effort, the Buyers shall provide Sellers reasonable access to the Buyers’ and the Group’s personnel, properties, Contracts, documents, books, records, files and other data (including Tax Returns) relevant to the calculation of the Closing Statement (subject to the execution of customary work paper access letters and confidentiality agreements if requested). (iii) If Buyers and Sellers fail to resolve such disputed items within 30 days after Sellers advise Buyers Seller advises Buyer of Sellers’ objections in writingits objections, then Buyers Buyer and Sellers Seller jointly shall engage the Arbitration Firm to resolve only such disputed itemsitems and/or items still in dispute. In the event Buyers Buyer and Sellers Seller engage the Arbitration Firm, as promptly as practicable thereafter, Buyers, on the one hand, Buyer and Sellers, on the other hand, Seller shall each prepare and submit a presentation to the Arbitration Firm. As soon as practicable thereafter, Buyers Buyer and Sellers Seller shall cause the Arbitration Firm to choose one of the Party’s positions on each of the disputed items render a decision based solely upon the presentation by Buyers Buyer and SellersSeller. The Arbitration Firm (A) may only resolve disagreements as to matters covered by In resolving any disputed item, the Adjustment Dispute Notice (which disagreements shall refer to the definitions and specific line items set out in Schedule 2.3(a) (if applicable)); (B) shall base its determination solely on (1) the written submissions of the Parties and shall not conduct an independent investigation and (2) the Closing Accounting Policies and the provisions set forth in this Section 2.3; and (C) shall not assign any value with respect to a disputed amount that is greater than the highest value for such amount claimed by either Sellers or Buyers or that is less than the lowest value for such amount claimed by either Sellers or Buyers. The Arbitration Firm shall be instructed limited to render a determination as soon as reasonably possible (which picking from or between the Parties agree should not be later than thirty (30) calendar days following the day on which the disagreement is referred to the Arbitration Firm). The Arbitration Firm shall conduct the determination activities in a manner wherein (x) each of Sellers and Buyers promptly provide their assertions regarding the specific items in dispute set forth in the Adjustment Dispute Notice to the Arbitration Firm and values assigned to each otheritem by Buyer and Seller, substantially simultaneously and (y) all materials submitted are held in confidence and shall may not be disclosed assign a value to any third parties. (iv) Buyersitem outside of the range of values claimed for such item by either party. Buyer, on the one hand, and SellersSeller, on the other hand, shall will each be responsible for fifty percent (50%) of the fees and expenses of the Arbitration Firm; providedFirm in proportion to its loss, howeverif any, that in any such arbitration (e.g., if Buyer is awarded 60% of the allocation difference between its claim and the claim of such fees Seller through the arbitration proceeding, it must pay 40% of the arbitrator’s fees, and expenses among Buyers and Sellers may be modified by Seller must pay the Arbitration Firm to remaining 60% of the extent the Arbitration Firm determines that either Buyers or Sellers took any position with respect to the Closing Statement in bad faitharbitrator’s fees). All determinations made by the Arbitration Firm (including any determination concerning the allocation of fees and expenses pursuant to the immediately preceding sentence) will be final, conclusive and binding on the Parties. The Parties agree that judgment may be entered upon the determination of the Arbitration Firm in any court having jurisdiction over the Party against which such determination is parties to be enforcedthis Agreement. Notwithstanding anything herein to the contrary, the dispute resolution mechanism contained in this Section 2.3(c2.5(b) shall be the exclusive mechanism for resolving disputes regarding the Purchase Price adjustment, if any. Except , and neither Buyer nor Seller shall be entitled to indemnification for Losses pursuant to Article X to the extent taken into account in the instance determination of fraud, the Parties further agree not to pursue any legal claim Purchase Price or action against for matters adjudicated by the Arbitration Firm as a result of its determinations pursuant to this Section 2.3(c)Firm.

Closing Statement Dispute. (ia) Within sixty thirty (6030) days following receipt by Sellers the Shareholders’ Agent of the Closing Statement, Sellers the Shareholders’ Agent shall deliver written notice to Buyers Purchaser of any dispute they have it has with respect to the preparation or content of calculations set forth in the Closing Statement describing in reasonable detail the reasons for its dispute and specifying those items or amounts as to which the Shareholders’ Agent disagrees, together with the Shareholders’ Agent’s determination of such disputed items and amounts (the “Price Adjustment Dispute Notice”). If Sellers do the Shareholders’ Agent does not notify Buyers of deliver a Price Adjustment Dispute Notice within such thirty (30)-day period (or, if the Shareholders’ Agent notifies Purchaser prior to such 30th day that it does not dispute with respect to the Closing Statement within Statement, on such 60-day perioddate), then such Closing Statement will be final, conclusive and binding on the Parties. (ii) In the event Sellers deliver an . Any Price Adjustment Dispute Notice with respect to only certain will specify in reasonable detail the nature and dollar amount of any disagreement asserted (collectively, the amounts set forth “Price Adjustment Disputed Items”), and all other items (and all calculations relating thereto) that are not in dispute as specified in the Closing Statement but not others, then any undisputed amount shall be deemed to Price Adjustment Dispute Notice will be final, binding and conclusive. . (b) In the event the Sellers deliver an Purchaser receives such a Price Adjustment Dispute Notice to BuyersNotice, then Sellers Purchaser and Buyers the Shareholders’ Agent shall cooperate negotiate in good faith to resolve the Price Adjustment Disputed Items. If Purchaser and the Shareholders’ Agent, notwithstanding such good faith effort, fail to resolve the Price Adjustment Disputed Items within twenty (20) days after the receipt by the Shareholders’ Agent of the Price Adjustment Dispute Notice, then Purchaser and the Shareholders’ Agent shall jointly engage a mutually agreed Big Four Accounting Firm of independent certified public accountants (the “Independent Accounting Firm”) to resolve only such Price Adjustment Disputed Items still in dispute. The Independent Accounting Firm shall, acting as experts and not arbitrators, limit its examination to the unresolved Price Adjustment Disputed Items, resolve any such unresolved Price Adjustment Disputed Items in accordance with the requirements of this Agreement for a period of any such items, and use its best efforts to make its determination thereon within thirty (30) calendar days commencing on after the date of delivery referral of the Price Adjustment Dispute Notice Disputed Items to resolve it in accordance herewith. The resolution of any such dispute as promptly as possible. During unresolved Price Adjustment Disputed Items by such thirty- day (30-day) period, the Buyers Independent Accounting Firm shall provide Sellers reasonable access be made in writing delivered to the Buyers’ Purchaser and the Group’s personnelShareholders’ Agent and shall be final, properties, Contracts, documents, books, records, files conclusive and other data (including Tax Returns) relevant to binding upon the calculation of Parties. The fees and expenses charged by the Closing Statement (subject to the execution of customary work paper access letters and confidentiality agreements if requested). (iii) If Buyers and Sellers fail to resolve such disputed items within 30 days after Sellers advise Buyers of Sellers’ objections in writing, then Buyers and Sellers jointly Independent Accounting Firm shall engage the Arbitration Firm to resolve only such disputed items. In the event Buyers and Sellers engage the Arbitration Firm, as promptly as practicable thereafter, Buyersbe allocated between Purchaser, on the one hand, and Sellersthe Shareholders, on the other hand, shall based upon the percentage which the portion of the Price Adjustment Disputed Items not awarded to each prepare and submit a presentation party bears to the Arbitration Firmamount actually consented by such party. As soon as practicable thereafter, Buyers and Sellers shall cause In the Arbitration Firm to choose one of the Party’s positions on each of the disputed items based solely upon the presentation by Buyers and Sellers. The Arbitration Firm (A) may only resolve disagreements as to matters covered by the event a Price Adjustment Dispute Notice (which disagreements shall refer to the definitions and specific line items set out in Schedule 2.3(a) (if applicable)); (B) shall base its determination solely on (1) the written submissions of the Parties and shall not conduct an independent investigation and (2) the Closing Accounting Policies and the provisions set forth in this Section 2.3; and (C) shall not assign any value with respect to a disputed amount that is greater than the highest value for such amount claimed by either Sellers or Buyers or that is less than the lowest value for such amount claimed by either Sellers or Buyers. The Arbitration Firm shall be instructed to render a determination as soon as reasonably possible (which the Parties agree should not be later than thirty (30) calendar days following the day on which the disagreement is referred to the Arbitration Firm). The Arbitration Firm shall conduct the determination activities in a manner wherein (x) each of Sellers and Buyers promptly provide their assertions regarding the specific items in dispute set forth in the Adjustment Dispute Notice to the Arbitration Firm and to each otherissued, substantially simultaneously and (y) all materials submitted are held in confidence and shall not be disclosed to any third parties. (iv) Buyers, on the one hand, and Sellers, on the other hand, shall each be responsible for fifty percent (50%) of the fees and expenses of the Arbitration Firm; provided, however, that the allocation of such fees and expenses among Buyers and Sellers may be modified by the Arbitration Firm to the extent the Arbitration Firm determines that either Buyers or Sellers took any position with respect to the Closing Statement in bad faith. All determinations made by the Arbitration Firm (including and any determination concerning the allocation of fees and expenses pursuant to the immediately preceding sentenceamendments thereto) will be final, conclusive and binding biding on the Parties. The Parties agree that judgment may be entered upon the earlier of: (i) agreement thereto by Purchaser and the Shareholders’ Agent or (ii) determination of thereto by the Arbitration Firm in any court having jurisdiction over the Party against which such determination is to be enforcedIndependent Accounting Firm. Notwithstanding anything herein to the contrary, the dispute resolution mechanism contained in this Section 2.3(c) 3.3 shall be the exclusive mechanism for resolving disputes regarding adjustments of the Purchase Price adjustmentConsideration, if any. Except in the instance of fraud, the Parties further agree not to pursue any legal claim or action against the Arbitration Firm . (c) The Closing Net Assets as a result of its determinations finally determined pursuant to this Section 2.3(c)3.3 shall be deemed the “Final Closing Net Assets”.