Common use of Closing Statements Clause in Contracts

Closing Statements. (i) As promptly as practicable, but in no event more than 60 days after the Closing Date, each of Peabody and Arch shall prepare and deliver to the other Party a statement (each, a “Closing Statement”) setting forth the Peabody Net Working Capital and the Arch Net Working Capital, respectively, as of the Closing Date. (ii) Each Party shall have a period of 60 days after the delivery to it of the Closing Statement of the other Party to review such Closing Statement. During such period, each Party shall have the right to review the related work papers and to conduct due diligence with respect to each Closing Statement and the underlying assets and liabilities. Each Party’s Closing Statement shall become final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Closing Statement (a “Notice of Disagreement”) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working Capital, as the case may be, and (B) any adjustments to the applicable Closing Statement, whereupon the confirmed or revised Closing Statements shall be final and binding upon the Parties. (v) Absent manifest error, the determinations of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement pursuant to this Section 3.5(c) shall be borne equally by Peabody and Arch.

Closing Statements. (i) As promptly as practicableOn or before each Closing, but in no event more than 60 days after the Closing Date, each of Peabody and Arch shall Contributor will prepare and deliver to the other Party Company shall review and approve (which approval shall not be unreasonably withheld or delayed) a final closing statement (each, a “the "Final Closing Statement”") setting forth the Peabody Net Working Capital final determination of all open items and other apportionments estimated as of each applicable Closing to be included on the closing statements for each Closing and any re-adjustment required to "true up" any amounts adjusted under Section 13.01 (including, without limitation, Additional Rent). The net amount due to Contributor or the Company, if any, by reason of adjustments to the closing statement as shown in the Final Closing Statement, shall be paid or credited to the applicable party at Closing. The adjustments, prorations and determinations agreed to by Contributor and the Arch Net Working Capital, respectively, as of the Closing Date. (ii) Each Party Company under this Section 13.06 shall have a period of 60 days after the delivery to it of the Closing Statement of the other Party to review such Closing Statement. During such period, each Party shall have the right to review the related work papers and to conduct due diligence with respect to each Closing Statement and the underlying assets and liabilities. Each Party’s Closing Statement shall become final be conclusive and binding upon the Parties on the 61st day following delivery thereof unless parties hereto. Notwithstanding the other Party gives written notice of its disagreement with such Closing Statement foregoing, if at any time within the three hundred sixty five (a “Notice of Disagreement”365) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of Tranche 1 Closing, the Tranche 2 Closing or the Tranche 3 Closing, as applicable (each such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted period being referred to herein as a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then"Post-current independent accounting firm) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(iiClosing Adjustment Period"), the Accounting Firm (A) shall not be entitled to take or order the taking amount of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working Capital, as the case may be, and (B) any adjustments to the applicable Closing Statement, whereupon the confirmed or revised Closing Statements shall be final and binding upon the Parties. (v) Absent manifest error, the determinations of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is item to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement apportioned or credited pursuant to this Section 3.5(cAgreement shall prove to be incorrect (whether as a result in an error in calculation or a lack of complete and accurate information as of the applicable Closing), the party in whose favor the error was made shall promptly pay to the other party the sum necessary to correct such error upon receipt of proof of such error, provided that such proof is delivered to the party from whom payment is requested within the applicable Post-Closing Adjustment Period. In order to enable Contributor to determine whether any such delayed adjustment is necessary, the Relevant Contributee(s) shall provide to Contributor such information as Contributor shall reasonably request during the Post-Closing Adjustment Period in order to confirm or finalize closing adjustments hereunder. The provisions of this Section 13.06 shall survive each Closing and not be borne equally by Peabody and Archmerged therein.

Closing Statements. (i) As promptly as practicableEach party shall cause its designated representatives to enter the Motel at reasonable times and without unreasonably interfering with operations, but in no event more than 60 days both before and after the Closing Date, each for the purpose of Peabody making such inventories, examinations and Arch audits of the Motel, and of the books and records of the Motel, as they deem necessary to make the adjustments and prorations required under this Article 8, or under any other provisions of this Agreement. Based upon such inventories, examinations and audits, at the Closing, the representatives of the parties shall jointly prepare and deliver to each party a Preliminary Closing Statement which shall show the other Party net amount due either to Seller or Purchaser as a result thereof, and such net amount will be added to or subtracted from the cash balance of the Purchase Price to be paid to Seller pursuant to Section 3.3 hereof. The closing statement shall reflect that Purchaser shall receive a credit relating to maintenance items in the amount of $46,000.00. Within sixty (each60) days following the Closing Date, Seller and Purchaser shall agree on a “Final Closing Statement”) Statement setting forth the Peabody Net Working Capital and final determination of all items to be included on the Arch Net Working CapitalClosing Statements. The net amount due Seller or Purchaser, respectivelyif any, by reason of adjustments in the Preliminary Closing Statement as shown in the Final Closing Statement, shall be paid in cash by the party obligated therefor within ten (10) days following the date of delivery of the Final Closing Date. (ii) Each Party shall have a period of 60 days after Statement to the delivery to it parties. In the event the representatives of the Closing Statement of the other Party parties are unable to review such Closing Statement. During such period, each Party shall have the right to review the related work papers and to conduct due diligence reach agreement with respect to each the Closing Statement and the underlying assets and liabilities. Each Party’s Closing Statement shall become final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Closing Statement (a “Notice of Disagreement”) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely mannerStatements, the Parties parties shall attempt in good faith to resolve the matter or matters in submit their dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally firm of independent certified public accountants of recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) standing in the hotel industry (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii"Accountants"), the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working Capital, as the case may be, and (B) any adjustments to the applicable Closing Statement, whereupon the confirmed or revised Closing Statements shall be final and binding upon the Parties. (v) Absent manifest error, the determinations of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement pursuant to this Section 3.5(c) firm shall be borne equally by Peabody and Archconclusive on both parties hereto.

Closing Statements. (ia) As promptly as practicableNo later than the close of business of the fifth (5th) Business Day preceding the day on which Closing shall occur pursuant to Section 1.3, but in no event more than 60 days after the Closing DateCompany shall provide to Parent a written statement, each signed by an executive officer of Peabody and Arch shall prepare and deliver to the other Party a statement Company (each, a the “Company Closing Statement”) ), setting forth the Peabody Net Working Capital Company’s good faith estimate, together with related supporting calculations and the Arch Net Working Capital, respectively, as of the Closing Date. (ii) Each Party shall have a period of 60 days after the delivery to it of the Closing Statement of the other Party to review such Closing Statement. During such period, each Party shall have the right to review the related work papers and back-up materials relating thereto, of the Company Cash Amount. The Company shall provide Parent and its Representatives with reasonable access during normal business hours to conduct due diligence with respect the relevant books, records and finance personnel of the Company to each enable Parent and its Representatives to review and analyze the Company Closing Statement and the underlying assets and liabilities. Each Party’s Closing Statement shall become final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Closing Statement (a “Notice of Disagreement”) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicablecomponents thereof. If a Notice of Disagreement is received requested by either Party in a timely mannerParent, the Parties shall attempt meet and confer regarding the Company Closing Statement and the components thereof no later than the third (3rd) Business Day prior to the day on which Closing shall occur pursuant to Section 1.3, and shall make such changes thereto as the Parties may mutually and in good faith agree, and the Company Cash Amount as so mutually agreed in writing shall be final and binding on the Parties for all purposes of this Agreement. If there is a dispute between the Parties regarding the Company Closing Statement or the Company Cash Amount that is not resolved as of such date of meeting, and the resolution of such dispute is required to resolve determine whether the matter Company Cash Amount is less than the Company Minimum Cash Amount, then any such disputed items shall be referred to Deloitte Touche Tohmatsu Limited, or matters in dispute the event that such firm declines to serve in such Notice capacity, an independent auditor of Disagreement during recognized national standing jointly selected by Parent and the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) Company (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), each Party acting reasonably and as quickly as possible, time being of the essence. The Parties shall promptly deliver to the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter work papers and back-up materials used in a manner that is more favorable to either Party than preparing the applicable relevant Company Closing Statement and the Notice of Disagreementany remaining disputes with respect thereto, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant shall use reasonable best efforts to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, cause the Accounting Firm to make its determination as soon as possible and within seven (7) calendar days of accepting its selection at the latest. The Parties shall then send be afforded the opportunity to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working Capital, as the case may be, and (B) any adjustments present to the applicable Closing StatementAccounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, whereupon however, that no such presentation or discussion shall occur without the confirmed or revised Closing Statements shall be final and binding upon presence of a representative of the Parties. (v) Absent manifest error, the determinations other Party. The determination of the Accounting Firm shall be finallimited to the items in dispute submitted to the Accounting Firm and limited to applying the definition of Company Cash Amount as set forth herein. Any determination of the Company Cash Amount made by the Accounting Firm shall be made in writing, delivered to each of the Parties, and shall be final and binding on the Parties hereto and conclusiveshall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Cash Amount and Company Closing Statement, as applicable, for all purposes of this Agreement. (b) No later than the close of business of the fifth (5th) Business Day preceding the day on which Closing shall occur pursuant to Section 1.3, Parent shall provide to the Company a written statement, signed by an executive officer of Parent (the “Parent Closing Statement”), setting forth Parent’s good faith estimate, together with related supporting calculations and work papers and back-up materials relating thereto, of the Parent Cash Amount. Judgment Parent shall provide the Company and its Representatives with reasonable access during normal business hours to the relevant books, records and finance personnel of Parent to enable the Company and its Representatives to review and analyze the Parent Closing Statement and the components thereof. If requested by the Company, the Parties shall meet and confer regarding the Parent Closing Statement and the components thereof no later than the third (3rd) Business Day prior to the day on which Closing shall occur pursuant to Section 1.3, and shall make such changes thereto as the Parties may mutually and in good faith agree, and the Parent Cash Amount as so mutually agreed in writing shall be entered upon final and binding on the Parties for all purposes of this Agreement. If there is a dispute between the Parties regarding the Parent Closing Statement or the Parent Cash Amount that is not resolved as of such date of meeting, and the resolution of such dispute is required to determine whether the Parent Cash Amount is less than the Parent Minimum Cash Amount, then any such disputed items shall be referred to the Accounting Firm, each Party acting reasonably and as quickly as possible, time being of the essence. The Parties shall promptly deliver to the Accounting Firm the work papers and back-up materials used in preparing the relevant Parent Closing Statement and any remaining disputes with respect thereto, and the Parties shall use reasonable best efforts to cause the Accounting Firm to make its determination as soon as possible and within seven (7) calendar days of accepting its selection at the latest. The Parties shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a representative of the other Party. The determination of the Accounting Firm shall be limited to the items in any court having jurisdiction over dispute submitted to the Party against which such Accounting Firm and limited to applying the definition of Parent Cash Amount as set forth herein. Any determination is of the Parent Cash Amount made by the Accounting Firm shall be made in writing, delivered to each of the Parties, and shall be enforced. Each Party final and binding on the Parties hereto and shall bear its own costs be deemed to have been finally determined for purposes of this Agreement and expenses incurred to represent the Parent Cash Amount and Parent Closing Statement, as applicable, for all purposes of this Agreement. (c) The parties shall delay the Closing until the final and binding determination of the Company Cash Amount and the Parent Cash Amount in connection accordance with the provisions of this Section 3.5(c), except that the 1.11 and Closing shall occur promptly thereafter in accordance with Section 1.3. The fees and expenses of the Accounting Firm shall be allocated between the Parties in connection with its engagement the same proportion that the disputed amount of the Company Cash Amount or Parent Cash Amount, as applicable, that was unsuccessfully disputed by such Party (as finally determined by the Accounting Firm) bears to the total disputed amount of the Company Cash Amount or Parent Cash Amount, as applicable. If the dispute resolution procedures involving the Accounting Firm pursuant to this Section 3.5(c) 1.11 apply, upon resolution of the matter in accordance with this Section 1.11, the Parties shall not be borne equally by Peabody and Archrequired to determine the Company Cash Amount or Parent Cash Amount again even though the Closing Date may occur later than the originally contemplated Closing Date.

Closing Statements. (i) As promptly as practicableOn or before the Closing, but in no event more than 60 days after the Closing Date, each of Peabody and Arch shall Seller will prepare and deliver to the other Party Company shall review and approve (which approval shall not be unreasonably withheld or delayed) a final closing statement (each, a “the "Final Closing Statement”") setting forth the Peabody Net Working Capital final determination of all open items and the Arch Net Working Capital, respectively, other apportionments estimated as of the Closing Date. (ii) Each Party shall have a period of 60 days after to be included on the delivery to it of closing statements for the Closing Statement and any re-adjustment required to "true up" any amounts adjusted under Section 13.01 (including, without limitation, Additional Rent). The net amount due to Seller or the Company, if any, by reason of adjustments to the other Party to review such closing statement as shown in the Final Closing Statement, shall be paid or credited to the applicable party at Closing. During such periodThe adjustments, each Party shall have the right prorations and determinations agreed to review the related work papers and to conduct due diligence with respect to each Closing Statement by Seller and the underlying assets and liabilities. Each Party’s Closing Statement Company under this Section 13.06 shall become final be conclusive and binding upon the Parties on the 61st day following delivery thereof unless parties hereto. Notwithstanding the other Party gives written notice of its disagreement with such Closing Statement foregoing, if at any time within the three hundred sixty five (a “Notice of Disagreement”365) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of Closing (such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted period being referred to herein as a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then"Post-current independent accounting firm) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(iiClosing Adjustment Period"), the Accounting Firm (A) shall not be entitled to take or order the taking amount of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii). (iv) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days of its appointment. Based on that determination, the Accounting Firm shall then send to each Party a written determination of (A) the Peabody Net Working Capital or the Arch Net Working Capital, as the case may be, and (B) any adjustments to the applicable Closing Statement, whereupon the confirmed or revised Closing Statements shall be final and binding upon the Parties. (v) Absent manifest error, the determinations of the Accounting Firm shall be final, binding and conclusive. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is item to be enforced. Each Party shall bear its own costs and expenses incurred in connection with this Section 3.5(c), except that the fees and expenses of the Accounting Firm in connection with its engagement apportioned or credited pursuant to this Agreement shall prove to be incorrect (whether as a result in an error in calculation or a lack of complete and accurate information as of the Closing), the party in whose favor the error was made shall promptly pay to the other party the sum necessary to correct such error upon receipt of proof of such error, provided that such proof is delivered to the party from whom payment is requested within the Post-Closing Adjustment Period. In order to enable Seller to determine whether any such delayed adjustment is necessary, the Relevant Purchasers shall provide to Seller such information as Seller shall reasonably request during the Post-Closing Adjustment Period in order to confirm or finalize closing adjustments hereunder. The provisions of this Section 3.5(c) 13.06 shall survive the Closing and not be borne equally by Peabody and Archmerged therein.

Closing Statements. (i1) As promptly soon as practicablepossible, but in no event more not later than 60 75 days after following the Closing Date, each of Peabody and Arch the Purchaser shall prepare and deliver to the other Party Vendors' Representative the following (collectively, the "Closing Statements"): (a) unaudited financial statements of the Target Entity (including a statement balance sheet) for the period from the date of the Annual Financial Statements to the Effective Time, prepared in accordance with the Accounting Principles; (each, a “b) calculations of: (i) Closing Statement”) setting forth the Peabody Net Working Capital and the Arch Net Working Capital, respectivelyand the corresponding Working Capital Excess or Working Capital Deficit, as of the Closing Date.case may be, prepared and determined in accordance with the Accounting Principles; (ii) Each Party the amount by which the Closing Net Working Capital exceeds or is less than, as the case may be, the Target Net Working Capital; (iii) Closing Indebtedness; (iv) unpaid Transaction Expenses; (v) Closing Cash; and (vi) the final Purchase Price. (2) The Vendors' Representative shall have a period of 60 30 days after the delivery to it from receipt of the Closing Statement of Statements (the other Party to review such Closing Statement. During such period, each Party shall have the right "Review Period") within which to review the related Closing Statements. During the Review Period, upon reasonable request from the Vendors' Representative, the Purchaser shall provide, and shall cause the Target Entity to provide, the Vendors' Representative and its Representatives with reasonable and prompt access, during business hours, to the personnel, supporting documents, books, records and other materials of the Target Entity (including any such work papers and of the auditors) for the purpose of enabling the Vendors' Representative to conduct due diligence with respect to each review the Closing Statement and Statements; provided that, in the underlying assets and liabilities. Each Party’s Closing Statement shall become final and binding upon event the Parties on Purchaser does not provide any papers or documents reasonably requested by the 61st day following delivery thereof unless the other Party gives written notice Vendors' Representative within five (5) days of its disagreement with request therefor (or such Closing Statement (a “Notice of Disagreement”) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt in good faith to resolve the matter or matters in dispute shorter period as may remain in such Notice of Disagreement during the 30-day period), such 30-day period shall be extended by one day for each additional day required for Purchaser to fully respond to such request. If the Vendors' Representative acting in good faith, disputes any matters set out in the Closing Statements, then the Vendors' Representative may deliver written notice (an "Objection Notice") to the Purchaser within the Review Period setting forth in detail the particular matters in the Closing Statements to which the Vendors' Representative objects (the "Disputed Items"), including the amount of any proposed adjustments to the Closing Statements related to each Disputed Item. If the Vendors' Representative does not deliver an Objection Notice to the Purchaser within the Review Period, then the Vendors' Representative shall be deemed to have accepted the Closing Statements. If the Vendors' Representative delivers an Objection Notice to the Purchaser within the Review Period, then: (i) the Purchaser and the Vendors' Representative shall work expeditiously and in good faith in an attempt to resolve all of the Disputed Items within 15 days of receipt of the Objection Notice (the "Discussion Period"), and (ii) all matters in the Closing Statements, other than the Disputed Items, shall be deemed to have been accepted by the Vendors' Representative. If each specific Disputed Item is not resolved within the Discussion Period, the Purchaser and the Vendors' Representative shall within 10 days following the delivery end of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after Discussion Period appoint the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain Dispute Auditor to resolve the specific Disputed Items remaining in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolution. (iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii"Remaining Disputed Items"). (iv3) The Accounting Firm, acting as an expert and not an arbitrator, shall render its opinion on all matters submitted to it pursuant to Section 3.5(c)(ii) within 60 days Within 10 Business Days of its appointment. Based on that determinationthe appointment of the Dispute Auditor, the Accounting Firm Purchaser and the Vendors' Representative shall then send furnish to each Party a the Dispute Auditor those working papers, schedules and other documents, accounting Books and Records and information relating to the Remaining Disputed Items that are available to the Purchaser and the Vendors' Representative or their respective Representatives as the Dispute Auditor may require, together with their respective written determination statements in support of (A) their respective positions with respect to the Peabody Net Working Capital or Remaining Disputed Items. Within one Business Day following receipt of such submissions, the Arch Net Working CapitalDispute Auditor shall deliver such submissions to the Purchaser and the Vendors' Representative, as the case may be, and (B) any adjustments the Purchaser and the Vendors' Representative shall be allowed one opportunity to respond to the submissions of the Purchaser or the Vendors' Representative, as the case may be, within 5 Business Days of the receipt of such submissions from the Dispute Auditor. The Purchaser and the Vendors' Representative shall instruct the Dispute Auditor that: (i) time is of the essence in proceeding with its determination of the Remaining Disputed Items and the Dispute Auditor shall use its best efforts to deliver its decision with respect to the Remaining Disputed Items within 15 Business Days following receipt of the submissions from the Purchaser and the Vendors' Representative; (ii) in making its determination of each Remaining Disputed Item, the Dispute Auditor may not award to the Purchaser or the Vendors (as applicable) an amount greater than the amount asserted by the Purchaser or the Vendors' Representative (as applicable) in respect of the applicable Closing StatementRemaining Disputed Item; and (iii) its decision shall be in writing. The Dispute Auditor's decision, whereupon absent any manifest error or prior agreement of the confirmed or revised Closing Statements Purchaser and the Vendors' Representative otherwise, shall be final and binding upon on the PartiesPurchaser, the Vendors and the Vendors' Representative with no rights of challenge, review, or appeal to the courts in any manner. The Dispute Auditor, in making its determination of the Remaining Disputed Items, will be acting as an expert and not as an arbitrator and will not be required to engage in a judicial inquiry worked out in a judicial manner. (v4) Absent manifest errorOn agreement of the Purchaser and the Vendors' Representative or the decision of the Dispute Auditor, as the case may be, with respect to the Remaining Disputed Items, the determinations Closing Statements shall be deemed to be amended as may be necessary to reflect the agreement of the Accounting Firm Purchaser and the Vendors' Representative or the decision of the Dispute Auditor, as the case may be, and in this event, all references in this Agreement to the Closing Statements shall be finaldeemed to be references to the Closing Statements as so amended. (5) The Purchaser and the Vendors' Representative, binding for and conclusive. Judgment may be entered upon the determination on behalf of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to Vendors, shall be enforced. Each Party shall bear its responsible for their own costs and expenses incurred in connection with this Section 3.5(c)the preparation and review of the Closing Statements and the calculations contained therein and the settlement of any Disputed Items, except that the other than any Remaining Disputed Items. The fees and expenses of the Accounting Firm in connection with its engagement Dispute Auditor pursuant to this Section 3.5(c2.8 will be borne by the Purchaser and the Vendors based upon the percentage calculated by dividing (i) the aggregate amount of the Remaining Disputed Items awarded to the Vendors or otherwise agreed to between the Purchaser and the Vendors' Representative, by (ii) the aggregate amount of the Remaining Disputed Items (the "Cost Determination Percentage"). For example, if, following the Discussion Period, the aggregate amount of the Remaining Disputed Items is $100,000 and the Dispute Auditor ultimately resolves the dispute by awarding the Vendors $60,000 of the $100,000 contested, then the costs and expenses of the Dispute Auditor will be allocated 60% (i.e., 60,000 ÷ 100,000) to the Purchaser and 40% (i.e. 40,000 ÷ 100,000) to the Vendors. Any and all payments required pursuant to this Section 2.8(5) shall be borne equally by Peabody and Archmade within five Business Days following the date of the Dispute Auditor's decision.