Common use of Delivery of Estimated Closing Statement and Proposed Closing Statement Clause in Contracts

Delivery of Estimated Closing Statement and Proposed Closing Statement. (a) No more than ten (10) Business Days and no less than five (5) Business Days prior to the Closing Date, the Sellers' Representative shall, or shall cause Holdings to, deliver to Purchaser a statement (the "Estimated Closing Statement") setting forth a good faith estimate (each, without duplication) of (i) the Working Capital as of the Closing Date (the "Estimated Working Capital"), (ii) Cash as of close of business on the Closing Date (the "Estimated Cash"), (iii) Indebtedness as of close of business on the Closing Date (the "Estimated Indebtedness"), (iv) all unpaid Transaction Expenses as of close of business on the Closing Date (the "Estimated Transaction Expenses") and (v) the Revenue/Customer Adjustment Amount (the "Estimated Revenue/Customer Adjustment Amount"). (b) As promptly as practicable, but no later than sixty (60) days after the Closing, Purchaser shall deliver to the Sellers' Representative, on behalf of the Common Equityholders, a statement setting forth a good faith determination (each without duplication) of the Working Capital as of the Closing Date, Cash as of the Closing Date, Indebtedness as of the Closing Date, unpaid Transaction Expenses as of the Closing Date, and the Revenue/Customer Adjustment Amount (the "Proposed Closing Statement"). Purchaser shall and shall cause Holdings and its Subsidiaries and its and their respective employees and agents to assist the Sellers' Representative and its agents in their review of the Proposed Closing Statement and shall provide the Sellers' Representatives and its agents access upon reasonable notice and at all reasonable times to the personnel, properties, books and records of Holdings and its Subsidiaries for such purpose and for the other purposes set forth in this Section 2.4, in each case, without cost to Sellers. (c) Unless otherwise agreed upon by Purchaser and the Sellers' Representative (or as set forth in this Section 2.4(c) or Exhibit A), the Estimated Closing Statement, the Proposed Closing Statement and the Final Closing Statement shall be prepared in accordance with GAAP applied in a manner consistent with the same accounting principles, policies, methodologies or procedures as set forth on Schedule 2.4(c) (the "Accounting Policies"), except that in calculating the component line items of Working Capital, no effect shall be given to (i) the Transactions, or the financing thereof, (ii) any purchase accounting or other similar adjustments resulting from the consummation of the Transactions or (iii) any accrual with respect to Transaction Expenses. (d) In the event the Sellers' Representative disputes the correctness of the Proposed Closing Statement, the Sellers' Representative shall notify Purchaser in writing of its objections within thirty (30) days after receipt of the Proposed Closing Statement and shall set forth, in writing and in reasonable detail, the reasons for the Sellers' Representative's objections (a "Notice of Disagreement"). (e) During the fifteen (15) days immediately following the delivery of any Notice of Disagreement, Purchaser and the Sellers' Representative shall seek in good faith to resolve any differences that they may have with respect to any matter specified in such Notice of Disagreement. During such period, Purchaser and the Sellers' Representative and their respective agents shall each have access to the other party's working papers, trial balances and similar materials prepared in connection with the other party's preparation of the Proposed Closing Statement and the Notice of Disagreement, as the case may be. The matters set forth in any such written resolution executed by Purchaser and the Sellers' Representative shall be final and binding on the parties on the date of such written resolution. (f) If, at the end of such fifteen (15) day period specified in Section 2.4(e), Purchaser and the Sellers' Representative have not been able to resolve, in writing, all differences that they may have with respect to any matter specified in such Notice of Disagreement, Purchaser and the Sellers' Representative shall submit to BDO Sxxxxxx, LLP (the "Accounting Firm") for review and resolution of any and all matters that remain in dispute (and as to no other matter), and the Accounting Firm shall reach a final, binding resolution of all matters that remain in dispute, which final resolution shall not be subject to collateral attack for any reason (other than fraud) and shall be (i) in writing and signed by the Accounting Firm, (ii) within the range of the amount contested by the Sellers' Representative and Purchaser, (iii) furnished to Purchaser and the Sellers' Representative as soon as practicable after the items in dispute have been referred to the Accounting Firm, which shall not be more than sixty (60) days after such referral, (iv) made in accordance with this Agreement and the Accounting Policies, and (v) conclusive and binding upon the parties on the date of delivery of such written resolution. Purchaser and the Sellers' Representative agree to execute, if requested by the Accounting Firm, a reasonable engagement letter in customary form and shall cooperate fully with the Accounting Firm and promptly provide all documents and information requested by the Accounting Firm so as to enable it to make such determination as quickly and as accurately as practicable. The procedure outlined in this Section 2.4(f) is referred to as the "Dispute Resolution Procedure". (g) The Proposed Closing Statement shall become the "Final Closing Statement" (i) on the thirty-first (31st) day following the delivery of the Proposed Closing Statement if a Notice of Disagreement has not been delivered to Purchaser by the Sellers' Representative, (ii) with such changes as are necessary to reflect matters resolved pursuant to any written resolution executed pursuant to Section 2.4(e), on the date such resolution is executed, if all outstanding matters are resolved through such resolution and (iii) with such changes as are necessary to reflect the Accounting Firm's resolution of matters in dispute, on the date the Accounting Firm delivers its final, binding resolution pursuant to Section 2.4(f). The date on which the Proposed Closing Statement shall become the Final Closing Statement pursuant to the immediately foregoing sentence is referred to as the "Final Determination Date". (h) Purchaser and the Sellers' Representative shall each pay their own costs and expenses incurred in connection with such Dispute Resolution Procedure; provided, that the fees and expenses of the Accounting Firm shall be borne in the same proportion that the Sellers' Representative's position, on the one hand, and Purchaser's position, on the other hand, initially presented to the Accounting Firm (based on the aggregate of all differences taken as a whole) bear to the final resolution as determined by the Accounting Firm. (i) Purchaser agrees, solely with respect to the calculations required pursuant to this Section 2.4, and without restricting in any manner whatsoever Purchaser's right to take any such action that would not affect such calculation, that following the Closing until the Final Determination Date, Purchaser will not take any actions with respect to the Accounting Policies and Holdings' and its Subsidiaries' books and records.

Delivery of Estimated Closing Statement and Proposed Closing Statement. (a) No more less than ten (10) Business Days and no less than five (5) Business Days prior to the Closing Date, the Sellers' Representative shall, or Seller shall cause Holdings to, deliver to Purchaser Buyer a statement (the "“Estimated Closing Statement"”) setting forth a good faith estimate (each, without duplication) of (i) the Working Capital as of the Closing Date (the "Estimated Working Capital"), (ii) Cash as of close of business on the Closing Date (the "“Estimated Cash"), (iii) Indebtedness as of close of business on the Closing Date (the "Estimated Indebtedness"), (iv) all unpaid Transaction Expenses as of close of business on the Closing Date (the "Estimated Transaction Expenses") and (v) the Revenue/Customer Adjustment Amount (the "Estimated Revenue/Customer Adjustment Amount"Working Capital”). (b) As promptly as practicable, but no later than sixty (60) days after immediately following the ClosingClosing Date, Purchaser Buyer shall deliver to the Sellers' Representative, on behalf of the Common Equityholders, Seller a statement setting forth a good faith determination (each without duplication) of the Working Capital as of close of business on the Closing Date, Cash as of the Closing Date, Indebtedness as of the Closing Date, unpaid Transaction Expenses as of the Closing Date, and the Revenue/Customer Adjustment Amount Date (the "“Proposed Closing Statement"”). Purchaser Buyer shall and shall cause Holdings and its Subsidiaries and its the Company and their respective employees and agents to assist the Sellers' Representative Seller and its agents in their review of the Proposed Closing Statement and shall provide the Sellers' Representatives Seller and its agents Representatives access upon reasonable notice and at all reasonable times to the personnel, properties, books and records of Holdings and its Subsidiaries the Company for such purpose and for the other purposes set forth in this Section 2.43.5, in each case, without cost to SellersSeller or its Representatives. (c) Unless otherwise agreed upon by Purchaser Buyer and the Sellers' Representative Seller (or as set forth in this Section 2.4(c) or Exhibit A3.5(c)), the Estimated Closing Statement, the Proposed Closing Statement and the Final Closing Statement shall be prepared in accordance with GAAP applied in a manner consistent with the same accounting principles, policies, methodologies or procedures as set forth on Schedule 2.4(c3.5(c) (the "“Accounting Policies"”). Unless otherwise agreed upon by Buyer and Seller, except that in calculating the component line items of Working Capital, no effect shall be given to (i) the Transactions, Transactions or the financing thereof, (ii) any purchase accounting or other similar adjustments resulting from the consummation of the Transactions or (iii) any accrual with respect to Transaction Expenses. (d) In the event the Sellers' Representative Seller disputes the correctness of any matter set forth on the Proposed Closing Statement, the Sellers' Representative Seller shall notify Purchaser Buyer in writing of its objections within thirty forty-five (3045) days after receipt of the Proposed Closing Statement and shall set forth, in writing and in reasonable detail, the reasons for the Sellers' Representative's Seller’s objections (a "“Notice of Disagreement"”). (e) During the fifteen (15) days immediately following the delivery of any Notice of Disagreement, Purchaser Buyer and the Sellers' Representative Seller shall seek in good faith to resolve any differences that they may have with respect to any matter specified in such Notice of Disagreement. During such period, Purchaser Buyer and the Sellers' Representative Seller and their respective agents Representatives shall each have access to the other party's ’s working papers, trial balances and similar materials prepared in connection with the other party's ’s preparation of the Proposed Closing Statement and the Notice of Disagreement, as the case may be. Any agreement between Buyer and Seller shall be set forth in a written resolution executed by Buyer and Seller. The matters set forth in any such written resolution executed by Purchaser and the Sellers' Representative shall be final and binding on the parties on the date of such written resolution. (f) If, at the end of such fifteen (15) day period specified in Section 2.4(e3.5(e), Purchaser Buyer and the Sellers' Representative Seller have not been able to resolve, in writing, all differences that they may have with respect to any matter specified in such Notice of Disagreement, Purchaser Buyer and the Sellers' Representative Seller shall submit to BDO Sxxxxxx, LLP a mutually agreed upon accounting firm (the "“Accounting Firm"”) for review and resolution of any and all matters that remain in dispute (and as to no other matter), and the Accounting Firm shall reach a final, binding resolution of all matters that remain in dispute, which final resolution shall not be subject to collateral attack for any reason (other than fraudfraud or manifest error) and shall be (i) in writing and signed by the Accounting Firm, (ii) within the range of the amount contested by the Sellers' Representative Seller and PurchaserBuyer, (iii) furnished to Purchaser Buyer and the Sellers' Representative Seller as soon as practicable after the items in dispute have been referred to the Accounting Firm, which shall not be more than sixty forty-five (6045) days (unless Buyer, Seller and Accounting Firm agree upon a later date) after such referral, (iv) made in accordance with this Agreement and the Accounting Policies, Policies and (v) conclusive and binding upon the parties on the date of delivery of such written resolution. Purchaser Buyer, the Company and the Sellers' Representative Seller agree to execute, if requested by the Accounting Firm, a reasonable engagement letter in customary form and shall cooperate fully with the Accounting Firm and promptly provide all documents and information requested by the Accounting Firm so as to enable it to make such determination as quickly and as accurately as practicable. The procedure outlined in this Section 2.4(f3.5(f) is referred to as the "“Dispute Resolution Procedure"”. (g) The Proposed Closing Statement shall become the "“Final Closing Statement" ” (i) on the thirtyforty-first sixth (31st46th) day following the delivery of the Proposed Closing Statement if a Notice of Disagreement has not been timely delivered by Seller to Purchaser by the Sellers' RepresentativeBuyer, (ii) with such changes as are necessary to reflect matters resolved pursuant to any written resolution executed pursuant to Section 2.4(e)3.5(e) or otherwise, on the date such resolution is executed, if all outstanding matters are resolved through such resolution and (iii) with such changes as are necessary to reflect the Accounting Firm's ’s resolution of matters in dispute, on the date the Accounting Firm delivers its final, binding resolution pursuant to Section 2.4(f3.5(f); provided, that in the event Buyer does not deliver to Seller the Proposed Closing Statement by the sixtieth (60th) day immediately following the Closing Date, then on the sixty-first (61st) day following the Closing Date, the Estimated Closing Statement shall become the Final Closing Statement. The date on which the Proposed Closing Statement Statement, or the Estimated Closing Statement, as applicable, shall become the Final Closing Statement pursuant to the immediately foregoing sentence is referred to as the "“Final Determination Date"”. (h) Purchaser Buyer and the Sellers' Representative Seller shall each pay their own costs and expenses incurred in connection with such Dispute Resolution Procedure, if any; provided, that each of Seller and Buyer shall pay fifty percent (50%) of the fees and expenses of the Accounting Firm shall be borne in the same proportion that the Sellers' Representative's position, on the one hand, and Purchaser's position, on the other hand, initially presented to the Accounting Firm (based on the aggregate of all differences taken as a whole) bear to the final resolution as determined by the Accounting Firm. (i) Purchaser agrees, solely with respect to the calculations required pursuant to this Section 2.4, and without restricting in any manner whatsoever Purchaser's right to take any such action that would not affect such calculation, that following the Closing until the Final Determination Date, Purchaser will not take any actions with respect to the Accounting Policies and Holdings' and its Subsidiaries' books and records.

Delivery of Estimated Closing Statement and Proposed Closing Statement. (ai) No more than ten (10) Business Days and no less than five one (51) Business Days business day prior to the Closing Date, the Sellers' ’ Representative shall, or shall cause Holdings Holdco to, deliver to Purchaser the Buyer a statement (the "“Estimated Closing Statement"”) setting forth a good faith estimate (eachestimate, without duplication) of (i) the Working Capital as of the Closing Date (the "Estimated Working Capital"), (ii) Cash as of close opening of business on the Closing Date (the "Estimated Cash")Date, (iii) Indebtedness as of close of business on the Closing Date (the "Estimated Indebtedness"), (iv) all unpaid Transaction Expenses as of close of business on the Closing Date (the "Estimated Transaction Expenses") and (v) the Revenue/Customer Adjustment Amount Repaid Indebtedness; (w) Accrued Bonus Amount; (x) Severance Payment Amount; (y) Working Capital (the "“Estimated Revenue/Customer Adjustment Amount"Working Capital”), and (z) Transaction Expenses. (bii) As promptly as practicable, but no later than sixty (60) days after the Closing, Purchaser the Buyer shall deliver to the Sellers' ’ Representative, on behalf of the Common EquityholdersSellers, a statement setting forth a good faith determination (each without duplication) of the Working Capital as of the Closing Date, Cash as opening of business on the Closing Date, Indebtedness as of the Closing Date, unpaid Transaction Expenses as of the Closing Date, and the Revenue/Customer Adjustment Amount Date (the "“Proposed Closing Statement"”). Purchaser The Buyer shall and shall cause Holdings Holdco and its Subsidiaries and its and their respective employees and agents Representatives to assist the Sellers' ’ Representative and its agents Representatives in their its review of the Proposed Closing Statement and shall provide the Sellers' Representatives ’ Representative and its agents Representatives access upon reasonable notice and at all reasonable times to the personnel, properties, books and records of Holdings Holdco and its Subsidiaries for such purpose and for the other purposes set forth in this Section 2.43.1, in each case, without cost to the Sellers. (ciii) Unless otherwise provided for herein or agreed upon by Purchaser the Buyer and the Sellers' Representative (or as set forth in this Section 2.4(c) or Exhibit A)’ Representative, the Estimated Closing Statement, the Proposed Closing Statement and the Final Closing Statement shall be prepared in accordance with GAAP applied in a manner consistent with the same accounting principles, policies, methodologies or procedures as set forth on Schedule 2.4(c) (the "“Accounting Policies"), except that ”) used in calculating preparing the component line items of Working Capital, no effect shall be given to (i) the Transactions, or the financing thereof, (ii) any purchase accounting or other similar adjustments resulting from the consummation of the Transactions or (iii) any accrual with respect to Transaction ExpensesLatest Balance Sheet. (div) In the event the Sellers' ’ Representative disputes the correctness any aspect of the Proposed Closing Statement, the Sellers' ’ Representative shall notify Purchaser the Buyer in writing of its objections within thirty forty-five (3045) days after receipt of the Proposed Closing Statement and shall set forth, in writing and in reasonable detail, the reasons for the Sellers' ’ Representative's ’s objections (a "“Notice of Disagreement"”). (ev) During the fifteen (15) days immediately following the delivery of any Notice of Disagreement, Purchaser Disagreement (or such longer period as may be agreed in writing by the Buyer and the Sellers' ’ Representative), the Buyer and the Sellers’ Representative shall seek in good faith to resolve any differences that they may have with respect to any matter specified in such Notice of Disagreement. During such period, Purchaser the Buyer and the Sellers' ’ Representative and their respective agents shall each have access to the other party's Party’s working papers, trial balances and similar materials prepared in connection with the other party's Party’s preparation of the Proposed Closing Statement and the Notice of Disagreement, as the case may be. The matters set forth in any such written resolution executed by Purchaser and the Sellers' Representative shall be final and binding on the parties on the date of such written resolution. (fvi) If, at the end of such fifteen (15) day period specified in Section 2.4(e3.1(d)(v), Purchaser the Buyer and the Sellers' ’ Representative have not been able to resolve, in writing, all differences that they may have with respect to any matter specified in such Notice of Disagreement, Purchaser the Buyer and the Sellers' ’ Representative shall submit to BDO Sxxxxxx, Deloitte & Touche LLP (the "“Accounting Firm"”) for review and resolution of any and all matters that remain in dispute (and as to no other matter), and the Accounting Firm shall reach a final, binding resolution of all matters that remain in dispute, which final resolution shall not be subject to collateral attack for any reason (other than fraud) and shall be (iu) in writing and signed by the Accounting Firmwriting, (ii) within the range of the amount contested by the Sellers' ’ Representative and Purchaserthe Buyer and signed by the Accounting Firm, (iiiv) furnished to Purchaser the Buyer and the Sellers' ’ Representative as soon as practicable after the items in dispute have been referred to the Accounting Firm, which the Sellers’ Representative and the Buyer shall request not to be more than sixty thirty (6030) days after such referral, (ivw) made in accordance with this Agreement and the Accounting Policies, and (vx) conclusive and binding upon the parties Parties on the date of delivery of such written resolution. Purchaser The Buyer and the Sellers' ’ Representative agree to execute, if requested by the Accounting Firm, a reasonable engagement letter in customary form and shall cooperate fully with the Accounting Firm and promptly provide all documents and information requested by the Accounting Firm so as to enable it to make such determination as quickly and as accurately as practicable. The procedure outlined in this Section 2.4(f3.1(d)(vi) is referred to as the "“Dispute Resolution Procedure"”. (gvii) The Proposed Closing Statement shall become the "“Final Closing Statement" ” (ix) on the thirtyforty-first sixth (31st46th) day following the delivery receipt of the Proposed Closing Statement by Sellers’ Representative if a Notice of Disagreement has not been delivered to Purchaser the Buyer by the Sellers' ’ Representative, (iiy) with such changes as are necessary to reflect matters resolved pursuant to any written resolution executed pursuant to Section 2.4(e3.1(d)(v) or Section 3.1(d)(vi), on the date such resolution is executed, if all outstanding matters are resolved through such resolution and (iiiz) with such changes as are necessary to reflect the Accounting Firm's ’s resolution of matters in dispute, on the date the Accounting Firm delivers its final, binding resolution pursuant to Section 2.4(f3.1(d)(vi). The date on which the Proposed Closing Statement shall become the Final Closing Statement pursuant to the immediately foregoing sentence is referred to as the "“Final Determination Date"”. (hviii) Purchaser The Buyer, the Sellers’ Representative and the Sellers' Representative Sellers shall each pay their own costs and expenses incurred in connection with such Dispute Resolution Procedure; provided, that the fees and expenses of the Accounting Firm shall be borne in the same proportion that the Sellers' ’ Representative's ’s position, on the one hand, and Purchaser's the Buyer’s position, on the other hand, initially presented to the Accounting Firm (based on the aggregate of all differences taken as a whole) bear to the final resolution as determined by the Accounting Firm. (i) Purchaser agrees, solely with respect to the calculations required pursuant to this Section 2.4, and without restricting in any manner whatsoever Purchaser's right to take any such action that would not affect such calculation, that following the Closing until the Final Determination Date, Purchaser will not take any actions with respect to the Accounting Policies and Holdings' and its Subsidiaries' books and records.

Delivery of Estimated Closing Statement and Proposed Closing Statement. (ai) No more than ten (10) Business Days and no less than five (5) Business Days business days prior to the Closing Date, the Sellers' ’ Representative shall, or shall cause Holdings TARGET to, deliver to Purchaser a statement the Buyer Company (A) an estimated consolidated balance sheet of the "Estimated Closing Statement") setting forth a good faith estimate (each, without duplication) of (i) the Working Capital TARGET and its Subsidiaries as of the Closing Date (the "Estimated Working Capital"), (ii) Cash as of close opening of business on the Closing Date (the "“Estimated Cash")Closing Balance Sheet”) and (B) a statement (the “Estimated Closing Statement”) setting forth (each, without duplication) (iiix) Indebtedness a good faith estimate of the Working Capital as of close the opening of business on the Closing Date (the "“Estimated Indebtedness"), (ivWorking Capital”) all unpaid Transaction Expenses and Cash as of close the opening of business on the Closing Date (the "“Estimated Transaction Expenses"Cash”) and (vy) the Revenue/Customer Adjustment Amount (Repaid Indebtedness of the "Estimated Revenue/Customer Adjustment Amount")TARGET and its Subsidiaries as of the opening of business on the Closing Date and the Transaction Expenses as of the opening of business on the Closing Date. (bii) As promptly as practicable, but no later than sixty (60) days after the Closing, Purchaser the Buyer Company shall deliver to the Sellers' ’ Representative, on behalf of the Common EquityholdersSellers, a statement setting forth a good faith determination (each without duplication) of the Working Capital as of the opening of business on the Closing Date, Date and Cash as of the Closing Date, Indebtedness as opening of business on the Closing Date, unpaid Transaction Expenses as of the Closing Date, and the Revenue/Customer Adjustment Amount Date (the "“Proposed Closing Statement"”). Purchaser The Buyer Company shall and shall cause Holdings the TARGET and its Subsidiaries and its and their respective employees and agents Representatives to assist the Sellers' ’ Representative and its agents Representatives in their its review of the Proposed Closing Statement and shall provide the Sellers' Representatives ’ Representative and its agents Representatives access upon reasonable notice and at all reasonable times to the personnel, properties, books and records of Holdings the TARGET and its Subsidiaries for such purpose and for the other purposes set forth in this Section 2.43.1, in each case, without cost to the Sellers. (ciii) Unless otherwise provided for herein or agreed upon by Purchaser the Buyer Company and the Sellers' Representative (or as set forth in this Section 2.4(c) or Exhibit A)’ Representative, the Estimated Closing Balance Sheet, the Estimated Closing Statement, the Proposed Closing Statement and the Final Closing Statement shall be prepared in accordance with GAAP applied in a manner consistent with the same accounting principles, policies, methodologies or procedures as set forth on Schedule 2.4(c) (the "“Accounting Policies")”) used in preparing the Latest Balance Sheet, except that in calculating the component line items of Working Capitalcurrent assets and current liabilities, no effect shall be given to (ix) the Transactions, or the financing thereof, thereof or (iiy) any purchase accounting or other similar adjustments resulting from the consummation of the Transactions or (iii) any accrual with respect to Transaction ExpensesTransactions. (div) In the event the Sellers' ’ Representative disputes the correctness any aspect of the Proposed Closing Statement, the Sellers' ’ Representative shall notify Purchaser the Buyer Company in writing of its objections within thirty fifteen (3015) days after receipt of the Proposed Closing Statement and shall set forth, in writing and in reasonable detail, the reasons for the Sellers' ’ Representative's ’s objections (a "“Notice of Disagreement"”). (ev) During the fifteen (15) days immediately following the delivery of any Notice of Disagreement, Purchaser the Buyer Company and the Sellers' ’ Representative shall seek in good faith to resolve any differences that they may have with respect to any matter specified in such Notice of Disagreement. During such period, Purchaser the Buyer Company and the Sellers' ’ Representative and their respective agents shall each have access to the other party's Party’s working papers, trial balances and similar materials prepared in connection with the other party's Party’s preparation of the Proposed Closing Statement and the Notice of Disagreement, as the case may be. The matters set forth in any such written resolution executed by Purchaser and the Sellers' Representative shall be final and binding on the parties on the date of such written resolution. (fvi) If, at the end of such fifteen (15) day period specified in Section 2.4(e3.1(d)(v), Purchaser the Buyer Company and the Sellers' ’ Representative have not been able to resolve, in writing, all differences that they may have with respect to any matter specified in such Notice of Disagreement, Purchaser the Buyer Company and the Sellers' ’ Representative shall submit to BDO Sxxxxxx, Ernst & Young LLP (the "“Accounting Firm"”) for review and resolution of any and all matters that remain in dispute (and as to no other matter), and the Accounting Firm shall reach a final, binding resolution of all matters that remain in dispute, which final resolution shall not be subject to collateral attack for any reason (other than fraud) and shall be (iu) in writing and signed by the Accounting Firmwriting, (ii) shall be within the range of the amount contested by the Sellers' ’ Representative and Purchaserthe Buyer Company and signed by the Accounting Firm, (iiiv) furnished to Purchaser the Buyer Company and the Sellers' ’ Representative as soon as practicable after the items in dispute have been referred to the Accounting Firm, which shall not be more than sixty thirty (6030) days after such referral, (ivw) made in accordance with this Agreement and the Accounting Policies, and (vx) conclusive and binding upon the parties Parties on the date of delivery of such written resolution. Purchaser The Buyer Company and the Sellers' ’ Representative agree to execute, if requested by the Accounting Firm, a reasonable engagement letter in customary form and shall cooperate fully with the Accounting Firm and promptly provide all documents and information requested by the Accounting Firm so as to enable it to make such determination as quickly and as accurately as practicable. The procedure outlined in this Section 2.4(f3.1(d)(vi) is referred to as the "“Dispute Resolution Procedure"”. (gvii) The Proposed Closing Statement shall become the "“Final Closing Statement" ” (ix) on the thirty-first sixteenth (31st16th) day following the delivery receipt of the Proposed Closing Statement by Sellers’ Representative if a Notice of Disagreement has not been delivered to Purchaser the Buyer Company by the Sellers' ’ Representative, (iiy) with such changes as are necessary to reflect matters resolved pursuant to any written resolution executed pursuant to Section 2.4(e3.1(d)(v) or Section 3.1(d)(vi), on the date such resolution is executed, if all outstanding matters are resolved through such resolution and (iiiz) with such changes as are necessary to reflect the Accounting Firm's ’s resolution of matters in dispute, on the date the Accounting Firm delivers its final, binding resolution pursuant to Section 2.4(f3.1(d)(vi). The date on which the Proposed Closing Statement shall become the Final Closing Statement pursuant to the immediately foregoing sentence is referred to as the "“Final Determination Date"”. (hviii) Purchaser The Buyer Company, the Sellers’ Representative and the Sellers' Representative Sellers shall each pay their own costs and expenses incurred in connection with such Dispute Resolution Procedure; provided, that the fees and expenses of the Accounting Firm shall be borne in the same proportion that the Sellers' ’ Representative's ’s position, on the one hand, and Purchaser's the Buyer Company’s position, on the other hand, initially presented to the Accounting Firm (based on the aggregate of all differences taken as a whole) bear to the final resolution as determined by the Accounting Firm. (i) Purchaser agrees, solely with respect to . The Sellers’ share of the calculations required pursuant to this Section 2.4, fees and without restricting in any manner whatsoever Purchaser's right to take any such action that would not affect such calculation, that following the Closing until the Final Determination Date, Purchaser will not take any actions with respect to expenses of the Accounting Policies Firm shall be satisfied exclusively from the Escrow Fund and Holdings' and its Subsidiaries' books and recordsthe Deductible shall not be applicable thereto.