Common use of Determination of Conclusive Net Working Capital Clause in Contracts

Determination of Conclusive Net Working Capital. Sellers’ Representative will have 45 calendar days following the receipt of the Post-Closing Net Working Capital Statement to review the Post-Closing Net Working Capital Statement. During such time, Sellers’ Representative may dispute any items set forth on the Post-Closing Net Working Capital Statement (or specific calculations or methods contemplated thereby) by providing written notice to the Purchasers that (i) sets forth in reasonable detail the basis for such dispute, (ii) only includes disagreements based on mathematical errors or based on Net Working Capital not being calculated in accordance with the definition and methodologies set forth herein (including the Seller Accounting Policies) and (iii) includes the Sellers’ draft of the Post-Closing Net Working Capital Statement. Unless Sellers’ Representative delivers written notice to the Purchasers of dispute thereof on or prior to the 45th calendar day after Sellers’ Representative’s receipt of the Post-Closing Net Working Capital Statement, Sellers’ Representative will be deemed to have accepted and agreed to the Post-Closing Net Working Capital Statement and such statement (and the specific calculations or methods contemplated thereby) will be final, binding and conclusive. If Sellers’ Representative notifies the Purchasers in writing of disputed items contained in the Post-Closing Net Working Capital Statement (or specific calculations or methods contemplated thereby) (the “Disputed Items”) within such 45 calendar day period, for 15 calendar days following delivery of such notice (the “Resolution Period”), the Purchasers and Sellers’ Representative will attempt in good faith to resolve their differences with respect to the Disputed Items. After the later of such 45 calendar day period and such 15 calendar day period (if any), Sellers’ Representative will be deemed to have accepted and agreed to all items on the Post-Closing Net Working Capital Statement (and the specific calculations or methods contemplated thereby) other than the Disputed Items, and such items (and the specific calculations or methods contemplated thereby) other than the Disputed Items will be final, binding and conclusive. Any resolution by the Purchasers and Sellers’ Representative during the Resolution Period as to any Disputed Items will be set forth in writing and will be final, binding and conclusive. If the Purchasers and Sellers’ Representative do not resolve all Disputed Items by the end of the Resolution Period, then all Disputed Items remaining in dispute will be submitted by either one of the Parties within ten (10) calendar days after the expiration of the Resolution Period to a national independent accounting firm mutually acceptable to the Purchasers and Sellers’ Representative that is not an auditor of any of the Sellers, the Purchasers or the Sponsor (the “Neutral Arbitrator”). The Neutral Arbitrator will act as an arbitrator to determine only those Disputed Items remaining in dispute as of the end of the Resolution Period. In resolving such Disputed Items, the Neutral Arbitrator may not assign a value to any Disputed Item greater than the greatest value for such Disputed Item claimed by any Party or less than the lowest value for such Disputed Item claimed by any Party. Any associated engagement fees, costs and expenses shall initially be borne 50% by Sellers (allocated among Sellers pro rata based on their respective share of the Purchase Price received pursuant to Section 1.2) and 50% by the Purchasers (allocated between the Purchasers pro rata based on their respective share of the Purchase Price paid pursuant to Section 1.2); provided, that such fees, costs and expenses of the Neutral Arbitrator shall ultimately be allocated to and borne by the Purchasers (allocated between Purchasers on a pro rata basis) and Sellers (allocated among Sellers on a pro rata basis) based on the inverse of the percentage that the Neutral Arbitrator’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Neutral Arbitrator with payment between the Parties to reflect this allocation to be made within seven (7) business days following the determination of the Conclusive Net Working Capital Statement. For example, should the items in dispute total in amount to $1,000 and the Neutral Arbitrator awards $600 in favor of Sellers’ position, 60% of the costs of the Neutral Arbitrator’s review would be borne by the Purchasers and 40% of the costs would be borne by Sellers. In addition, without limiting Section 5.6, the Purchasers and Sellers’ Representative will give the Neutral Arbitrator access to all records, facilities and personnel of such Party and its Affiliates and Representatives as is reasonably necessary to perform its function as arbitrator. The Purchasers and Sellers’ Representative will use their commercially reasonable efforts to cause the Neutral Arbitrator to deliver to the Purchasers and Sellers’ Representative a written determination (such determination to include an explanation in reasonable detail of the reasons for such determination and a work sheet setting forth all material calculations and methods used in arriving at such determination) of the Disputed Items submitted to the Neutral Arbitrator and the resulting effect thereof on the Post-Closing Net Working Capital Statement within twenty (20) calendar days of the Neutral Arbitrator’s receipt of such Disputed Items, which determination will be final, binding and conclusive and upon which judgment may be entered. The final, binding and conclusive Post-Closing Net Working Capital Statement based either upon agreement or deemed agreement by the Purchasers and Sellers’ Representative or the written determination delivered by the Neutral Arbitrator in accordance with this Section 2.3(c) will be the “Conclusive Net Working Capital Statement.”

Determination of Conclusive Net Working Capital. Sellers’ Representative will Newco shall have 45 forty-five (45) calendar days following the receipt of the Post-Closing Net Working Capital Statement to review the Post-Closing Net Working Capital Statement. During such time, Sellers’ Representative Newco may dispute any items set forth on the Post-Closing Net Working Capital Statement (or specific calculations or methods contemplated thereby) by providing written notice to the Purchasers that (i) sets forth in reasonable detail the basis for such dispute, (ii) only includes disagreements based on mathematical errors or based on Net Working Capital not being calculated in accordance with the definition and methodologies set forth herein (including the Seller Accounting Policies) and (iii) includes the Sellers’ draft of the Post-Closing Net Working Capital Statement). Unless Sellers’ Representative Newco delivers written notice to the Purchasers Seller of dispute thereof on or prior to the 45th forty-fifth (45th) calendar day after Sellers’ RepresentativeNewco’s receipt of the Post-Closing Net Working Capital Statement, Sellers’ Representative will Newco shall be deemed to have accepted and agreed to the Post-Closing Net Working Capital Statement and such statement (and the specific calculations or methods contemplated thereby) will shall be final, binding and conclusive. If Sellers’ Representative Newco notifies the Purchasers Seller in writing of disputed items contained in the Post-Closing Net Working Capital Statement (or specific calculations or methods contemplated thereby) (the “Disputed Items”) within such 45 forty-five (45) calendar day period, for 15 thirty (30) calendar days following delivery of such notice by Newco to Seller (the “Resolution Period”), the Purchasers Newco and Sellers’ Representative will Seller shall attempt in good faith to resolve their differences with respect to the Disputed Items. After the later Upon delivery of any such 45 calendar day period and such 15 calendar day period (if any)notice of Disputed Items by Newco, Sellers’ Representative will Newco shall be deemed to have accepted and agreed to all items on the Post-Closing Net Working Capital Statement (and the specific calculations or methods contemplated thereby) other than the Disputed Items, and such items (and the specific calculations or methods contemplated thereby) other than the Disputed Items will shall be final, binding and conclusive. Any resolution by the Purchasers Newco and Sellers’ Representative Seller during the Resolution Period as to any Disputed Items will shall be set forth in writing and will be final, binding and conclusive. If the Purchasers Newco and Sellers’ Representative Seller do not resolve all Disputed Items by the end of the Resolution Period, then all Disputed Items remaining in dispute will shall be submitted by either one of the Parties within ten thirty (1030) calendar days after the expiration of the Resolution Period to a Ernst & Young or such other national independent accounting firm mutually acceptable to the Purchasers Newco and Sellers’ Representative that is not an auditor of any of the Sellers, the Purchasers or the Sponsor Seller (the “Neutral Arbitrator”). The Neutral Arbitrator will shall act as an arbitrator to determine only those Disputed Items remaining in dispute as of the end of the Resolution Period. In resolving such Disputed Items, the Neutral Arbitrator may not assign a value to any Disputed Item greater than the greatest value for such Disputed Item claimed by any Party or less than the lowest value for such Disputed Item claimed by any Party. Any associated engagement fees, costs All fees and expenses shall initially relating to the work, if any, to be borne 50% performed by Sellers (allocated among Sellers pro rata based on their respective share of the Purchase Price received pursuant to Section 1.2) and 50% by the Purchasers (allocated between the Purchasers pro rata based on their respective share of the Purchase Price paid pursuant to Section 1.2); provided, that such fees, costs and expenses of the Neutral Arbitrator shall ultimately be allocated to and borne by between Newco and Seller in the Purchasers (allocated between Purchasers on a pro rata basis) and Sellers (allocated among Sellers on a pro rata basis) based on same proportion that the inverse aggregate amount of the percentage Disputed Items so submitted to the Neutral Arbitrator that is unsuccessfully disputed by each such Party (as finally determined by the Neutral Arbitrator’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Neutral Arbitrator with payment between the Parties to reflect this allocation to be made within seven (7) business days following the determination of the Conclusive Net Working Capital Statement. For example, should the items in dispute total in amount to $1,000 and the Neutral Arbitrator awards $600 in favor of Sellers’ position, 60% of the costs of the Neutral Arbitrator’s review would be borne by the Purchasers and 40% of the costs would be borne by Sellerssuch Disputed Items so submitted. In addition, without limiting Section 5.66.5, the Purchasers Buyer shall, and Sellers’ Representative will shall cause Holdings and Newco to, and Seller shall give the Neutral Arbitrator access to all recordsRecords, facilities and personnel of such Party and its Affiliates and Representatives as is reasonably necessary to perform its function as arbitrator. The Purchasers Newco and Sellers’ Representative will Seller shall use their commercially reasonable efforts to cause the Neutral Arbitrator to deliver to the Purchasers Newco and Sellers’ Representative Seller a written determination (such determination to include an explanation in reasonable detail of the reasons for such determination and a work sheet setting forth all material calculations and methods used in arriving at such determination) of the Disputed Items submitted to the Neutral Arbitrator and the resulting effect thereof on the Post-Closing Net Working Capital Statement within twenty thirty (2030) calendar days of the Neutral Arbitrator’s receipt of such Disputed Items, which determination will be final, binding and conclusive and upon which judgment may be entered. The final, binding and conclusive Post-Closing Net Working Capital Statement based either upon agreement or deemed agreement by the Purchasers Newco and Sellers’ Representative Seller or the written determination delivered by the Neutral Arbitrator in accordance with this Section 2.3(c2.9(c) will be the “Conclusive Net Working Capital Statement.”

Determination of Conclusive Net Working Capital. Sellers’ Representative Sellers will have 45 calendar days following the receipt of the Post-Closing Net Working Capital Statement to review the Post-Closing Net Working Capital Statement and Transferred Cash Statement. During such time, Sellers’ Representative Sellers may dispute any items set forth on the Post-Closing Net Working Capital Statement (or specific calculations or methods contemplated thereby) by providing and the Transferred Cash Statement. Unless Sellers deliver written notice to the Purchasers that (i) sets forth in reasonable detail the basis for such dispute, (ii) only includes disagreements based on mathematical errors or based on Net Working Capital not being calculated in accordance with the definition and methodologies set forth herein (including the Seller Accounting Policies) and (iii) includes the Sellers’ draft of the Post-Closing Net Working Capital Statement. Unless Sellers’ Representative delivers written notice to the Purchasers Buyer of dispute thereof on or prior to the 45th calendar day after Sellers’ Representative’s receipt of the Post-Closing Net Working Capital Statement and the Transferred Cash Statement, Sellers’ Representative Sellers will be deemed to have accepted and agreed to the Post-Closing Net Working Capital Statement and Transferred Cash Statement and such statement statements (and the specific calculations or methods contemplated thereby) will be final, binding and conclusive. If Sellers’ Representative notifies the Purchasers Sellers notify Buyer in writing of disputed items contained in the Post-Closing Net Working Capital Statement (or specific calculations or methods contemplated thereby) or Transferred Cash Statement (the “Disputed Items”) within such 45 calendar day period, for 15 30 calendar days following delivery of such notice by Sellers to Buyer (the “Resolution Period”), the Purchasers Buyer and Sellers’ Representative Sellers will attempt in good faith to resolve their differences with respect to the Disputed Items. After the later Upon delivery of any such 45 calendar day period and such 15 calendar day period (if any)notice of Disputed Items by Sellers, Sellers’ Representative Sellers will be deemed to have ATI-2587197v29 27 accepted and agreed to all items on the Post-Closing Net Working Capital Statement and Transferred Cash Statement (and the specific calculations or methods contemplated thereby) other than the Disputed Items, and such items (and the specific calculations or methods contemplated thereby) other than the Disputed Items will be final, binding and conclusive. Any resolution by the Purchasers Buyer and Sellers’ Representative Sellers during the Resolution Period as to any Disputed Items will be set forth in writing and will be final, binding and conclusive. If the Purchasers Buyer and Sellers’ Representative Sellers do not resolve all Disputed Items by the end of the Resolution Period, then all Disputed Items remaining in dispute will be submitted by either one of the Parties within ten (10) 30 calendar days after the expiration of the Resolution Period to a such national independent accounting firm with international reputation and familiar with the sector or industry of the Business mutually acceptable to the Purchasers Buyer and Sellers’ Representative that is not an auditor of any of the Sellers, the Purchasers or the Sponsor Sellers (the “Neutral Arbitrator”). The Neutral Arbitrator will act as an arbitrator to determine only those Disputed Items remaining in dispute as of the end of the Resolution Period. In resolving such Disputed Items, the Neutral Arbitrator may not assign a value to any Disputed Item greater than the greatest value for such Disputed Item claimed by any Party or less than the lowest value for such Disputed Item claimed by any Party. Any associated engagement fees, costs All fees and expenses shall initially relating to the work, if any, to be borne 50% performed by Sellers (allocated among Sellers pro rata based on their respective share of the Purchase Price received pursuant to Section 1.2) and 50% by the Purchasers (allocated between the Purchasers pro rata based on their respective share of the Purchase Price paid pursuant to Section 1.2); provided, that such fees, costs and expenses of the Neutral Arbitrator shall ultimately will be allocated to and borne by the Purchasers (allocated between Purchasers on a pro rata basis) Buyer and Sellers (allocated among Sellers on a pro rata basis) based on in the inverse same proportion that the aggregate amount of the percentage Disputed Items so submitted to the Neutral Arbitrator that is unsuccessfully disputed by each such Party (as finally determined by the Neutral Arbitrator’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Neutral Arbitrator with payment between the Parties to reflect this allocation to be made within seven (7) business days following the determination of the Conclusive Net Working Capital Statement. For example, should the items in dispute total in amount to $1,000 and the Neutral Arbitrator awards $600 in favor of Sellers’ position, 60% of the costs of the Neutral Arbitrator’s review would be borne by the Purchasers and 40% of the costs would be borne by Sellerssuch Disputed Items so submitted. In addition, without limiting Section 5.66.4, the Purchasers Buyer and Sellers’ Representative Sellers will give the Neutral Arbitrator access to all recordsRecords, facilities and personnel of such Party and its Affiliates and Representatives as is reasonably necessary to perform its function as arbitrator. The Purchasers Buyer and Sellers’ Representative Sellers will use their commercially reasonable efforts to cause the Neutral Arbitrator to deliver to the Purchasers Buyer and Sellers’ Representative Sellers a written determination (such determination to include an explanation in reasonable detail of the reasons for such determination and a work sheet setting forth all material calculations and methods used in arriving at such determination) of the Disputed Items submitted to the Neutral Arbitrator and the resulting effect thereof on the Post-Closing Net Working Capital Statement and Transferred Cash Statement within twenty (20) 60 calendar days of the Neutral Arbitrator’s receipt of such Disputed Items, which determination will will, in the absence of manifest error, be final, binding and conclusive and upon which judgment may be entered. The final, binding and conclusive Post-Closing Net Working Capital Statement and Transferred Cash Statement based either upon agreement or deemed agreement by the Purchasers Buyer and Sellers’ Representative Sellers or the written determination delivered by the Neutral Arbitrator in accordance with this Section 2.3(c2.10(b) will be the “Conclusive Net Working Capital Statement,” and “Conclusive Transferred Cash Statement,” respectively.”

Determination of Conclusive Net Working Capital. Sellers’ Representative will Seller shall have 45 thirty (30) calendar days following the receipt of the Post-Closing Net Working Capital Statement to review the Post-Closing Net Working Capital Statement. During such time, Sellers’ Representative Seller may dispute any items set forth on the Post-Closing Net Working Capital Statement (or specific calculations or methods contemplated thereby) ), and Buyer shall give Seller access to all Records, facilities and personnel of Buyer as are reasonably requested by providing written notice Seller to the Purchasers that (i) sets forth in reasonable detail the basis for such dispute, (ii) only includes disagreements based on mathematical errors or based on Net Working Capital not being calculated in accordance with the definition and methodologies set forth herein (including the Seller Accounting Policies) and (iii) includes the Sellers’ draft of review the Post-Closing Net Working Capital Statement. Unless Sellers’ Representative delivers Seller deliver written notice to the Purchasers Buyer of dispute thereof on or prior to the 45th thirtieth (30th) calendar day after Sellers’ Representative’s receipt of the Post-Closing Net Working Capital Statement, Sellers’ Representative will Seller shall be deemed to have accepted and agreed to the Post-Closing Net Working Capital Statement and such statement (and the specific calculations or methods contemplated thereby) will shall be final, binding and conclusive. If Sellers’ Representative Seller notifies the Purchasers Buyer in writing of disputed items contained in the Post-Closing Net Working Capital Statement (or specific calculations or methods contemplated thereby) (each a “Disputed Item” and collectively the “Disputed Items”) within such 45 thirty (30) calendar day period, for 15 thirty (30) calendar days following delivery of such notice by Seller to Buyer (the “Resolution Period”), the Purchasers Buyer and Sellers’ Representative will Seller shall attempt in good faith to resolve their differences with respect to the Disputed Items. After the later Upon delivery of any such 45 calendar day period and such 15 calendar day period (if any)notice of Disputed Items by Seller, Sellers’ Representative will Seller shall be deemed to have accepted and agreed to all items on the Post-Closing Net Working Capital Statement (and the specific calculations or methods contemplated thereby) other than the Disputed Items, and such items (and the specific calculations or methods contemplated thereby) other than the Disputed Items will shall be final, binding and conclusive. Any resolution by the Purchasers Buyer and Sellers’ Representative Seller during the Resolution Period as to any Disputed Items will shall be set forth in writing and will be final, binding and conclusive. If the Purchasers Buyer and Sellers’ Representative Seller do not resolve all Disputed Items by the end of the Resolution Period, then all Disputed Items remaining in dispute will shall be submitted by either one of the Parties within ten thirty (1030) calendar days after the expiration of the Resolution Period to a national or regional independent accounting firm mutually acceptable to the Purchasers Buyer and Sellers’ Representative that is not an auditor of any of the Sellers, the Purchasers or the Sponsor Seller (the “Neutral Arbitrator”). The Neutral Arbitrator will shall act as an arbitrator to determine only those Disputed Items remaining in dispute as of the end of the Resolution Period. In resolving such Disputed Items, the Neutral Arbitrator may not assign a value to any Disputed Item greater than the greatest value for such Disputed Item claimed by any Party or less than the lowest value for such Disputed Item claimed by any Party. Any associated engagement fees, costs All fees and expenses shall initially relating to the work, if any, to be borne 50% performed by Sellers (allocated among Sellers pro rata based on their respective share of the Purchase Price received pursuant to Section 1.2) and 50% by the Purchasers (allocated between the Purchasers pro rata based on their respective share of the Purchase Price paid pursuant to Section 1.2); provided, that such fees, costs and expenses of the Neutral Arbitrator shall ultimately be allocated to and borne by between Buyer and Seller in the Purchasers (allocated between Purchasers on a pro rata basis) and Sellers (allocated among Sellers on a pro rata basis) based on same proportion that the inverse aggregate amount of the percentage Disputed Items so submitted to the Neutral Arbitrator that is unsuccessfully disputed by each such Party (as finally determined by the Neutral Arbitrator’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Neutral Arbitrator with payment between the Parties to reflect this allocation to be made within seven (7) business days following the determination of the Conclusive Net Working Capital Statement. For example, should the items in dispute total in amount to $1,000 and the Neutral Arbitrator awards $600 in favor of Sellers’ position, 60% of the costs of the Neutral Arbitrator’s review would be borne by the Purchasers and 40% of the costs would be borne by Sellerssuch Disputed Items so submitted. In addition, without limiting Section 5.6, the Purchasers Buyer and Sellers’ Representative will Seller shall give the Neutral Arbitrator access to all recordsRecords, facilities and personnel of such Party and its Affiliates and Representatives as is reasonably necessary to perform its function as arbitrator. The Purchasers Buyer and Sellers’ Representative will Seller shall use their commercially reasonable efforts to cause the Neutral Arbitrator to deliver to the Purchasers Buyer and Sellers’ Representative Seller a written determination (such determination to include an explanation in reasonable detail of the reasons for such determination and a work sheet setting forth all material calculations and methods used in arriving at such determination) of the Disputed Items submitted to the Neutral Arbitrator and the resulting effect thereof on the Post-Closing Net Working Capital Statement within twenty thirty (2030) calendar days of the Neutral Arbitrator’s receipt of such Disputed Items, which determination will be final, binding and conclusive and upon which judgment may be entered. The final, binding and conclusive Post-Closing Net Working Capital Statement based either upon agreement or deemed agreement by the Purchasers Buyer and Sellers’ Representative Seller or the written determination delivered by the Neutral Arbitrator in accordance with this Section 2.3(c2.6(a) will be the “Conclusive Net Working Capital Statement.”

Determination of Conclusive Net Working Capital. Sellers’ Representative Seller will have 45 sixty (60) calendar days following the receipt of the Post-Closing Net Working Capital Statement to review the Post-Closing Net Working Capital Statement. During such timetime (and, Sellers’ Representative in the case of clause (x) below, during the Resolution Period, if applicable), (x) without limiting Section 6.5, Buyer shall give Seller and its Representatives access to all books, records, facilities and personnel of Buyer and its Subsidiaries (including the Companies and the Business) as reasonably necessary to undertake such review and (y) Seller may dispute any items set forth on the Post-Closing Net Working Capital Statement (or specific calculations or methods contemplated thereby) by providing written notice to the Purchasers that (i) sets forth in reasonable detail the basis for such dispute, (ii) only includes disagreements based on mathematical errors or based on Net Working Capital not being calculated in accordance with the definition and methodologies set forth herein (including the Seller Accounting Policies) and (iii) includes the Sellers’ draft of the Post-Closing Net Working Capital Statement). Unless Sellers’ Representative Seller delivers written notice notice(s) to the Purchasers Buyer of dispute thereof on or prior to the 45th sixtieth (60th) calendar day after Sellers’ Representative’s Seller's receipt of the Post-Closing Net Working Capital Statement, Sellers’ Representative Seller will be deemed to have accepted and agreed to the Post-Closing Net Working Capital Statement and such statement (and the specific calculations or methods contemplated thereby) will be final, binding and conclusive. If Sellers’ Representative Seller notifies the Purchasers Buyer in writing of disputed items contained in the Post-Closing Net Working Capital Statement (or specific calculations or methods contemplated thereby) (the “Disputed Items”) within such 45 sixty (60) calendar day period, for 15 thirty (30) calendar days following delivery of such notice by Seller to Buyer (the “"Resolution Period”"), the Purchasers Buyer and Sellers’ Representative will Seller shall attempt in good faith to resolve their differences with respect to the disputed items (the "Disputed Items. After the later of such 45 calendar day period and such 15 calendar day period (if any"), Sellers’ Representative will be deemed to have accepted and agreed to all items on the Post-Closing Net Working Capital Statement (and the specific calculations or methods contemplated thereby) other than the Disputed Items, and such items (and the specific calculations or methods contemplated thereby) other than the Disputed Items will be final, binding and conclusive. Any resolution by the Purchasers Buyer and Sellers’ Representative Seller during the Resolution Period as to any Disputed Items will shall be set forth in writing and will be final, binding and conclusive. If the Purchasers Buyer and Sellers’ Representative Seller do not resolve all Disputed Items by the end of the Resolution Period, then all Disputed Items remaining in dispute will be submitted by either one of the Parties within ten thirty (1030) calendar days after the expiration of the Resolution Period to a national independent accounting firm as is mutually acceptable to the Purchasers Buyer and Sellers’ Representative that is not an auditor of any of the Sellers, the Purchasers or the Sponsor Seller (the “"Neutral Arbitrator”"). The Neutral Arbitrator will shall act as an arbitrator to determine only those Disputed Items remaining in dispute as of the end of the Resolution Period. In resolving such Disputed Items, the Neutral Arbitrator may not assign a value to any Disputed Item greater than the greatest value for such Disputed Item claimed by any either Party or less than the lowest value for such Disputed Item claimed by any Partyeither Party upon presentment to the Neutral Arbitrator. Any associated engagement fees, costs All fees and expenses shall initially relating to the work, if any, to be borne 50% performed by Sellers (allocated among Sellers pro rata based on their respective share of the Purchase Price received pursuant to Section 1.2) and 50% by the Purchasers (allocated between the Purchasers pro rata based on their respective share of the Purchase Price paid pursuant to Section 1.2); provided, that such fees, costs and expenses of the Neutral Arbitrator shall ultimately will be allocated to between Buyer and borne by Seller in the Purchasers (allocated between Purchasers on a pro rata basis) and Sellers (allocated among Sellers on a pro rata basis) based on same proportion that the inverse aggregate amount of the percentage Disputed Items so submitted to the Neutral Arbitrator that is unsuccessfully disputed by each such Party (as finally determined by the Neutral Arbitrator’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Neutral Arbitrator with payment between the Parties to reflect this allocation to be made within seven (7) business days following the determination of the Conclusive Net Working Capital Statement. For example, should the items in dispute total in amount to $1,000 and the Neutral Arbitrator awards $600 in favor of Sellers’ position, 60% of the costs of the Neutral Arbitrator’s review would be borne by the Purchasers and 40% of the costs would be borne by Sellerssuch Disputed Items so submitted. In addition, without limiting Section 5.6, the Purchasers Buyer and Sellers’ Representative will Seller shall give the Neutral Arbitrator access to all books, records, facilities and personnel of such Party and its Affiliates and Representatives as is reasonably necessary to perform its function as arbitrator. The Purchasers Buyer and Sellers’ Representative will Seller shall use their commercially reasonable efforts to cause the Neutral Arbitrator to deliver to the Purchasers Buyer and Sellers’ Representative Seller a written determination (such determination to include an explanation in reasonable detail of the reasons for such determination and a work sheet setting forth all material calculations and methods used in arriving at such determination) of the Disputed Items submitted to the Neutral Arbitrator and the resulting effect thereof on the Post-Closing Net Working Capital Statement within twenty thirty (2030) calendar days of the Neutral Arbitrator’s receipt of such Disputed Items, which determination will be final, binding and conclusive and upon which judgment may be entered. The final, binding and conclusive Post-Closing Net Working Capital Statement based either upon agreement or agreement, deemed agreement by the Purchasers Buyer and Sellers’ Representative or Seller and/or the written determination delivered by the Neutral Arbitrator in accordance with this Section 2.3(c2.6(b) will be the “"Conclusive Net Working Capital Statement.”"

Determination of Conclusive Net Working Capital. Sellers’ Representative Sellers will have 45 calendar days following the receipt of the Post-Closing Net Working Capital Statement to review the Post-Closing Net Working Capital Statement and Transferred Cash Statement. During such time, Sellers’ Representative Sellers may dispute any items set forth on the Post-Closing Net Working Capital Statement (or specific calculations or methods contemplated thereby) by providing and the Transferred Cash Statement. Unless Sellers deliver written notice to the Purchasers that (i) sets forth in reasonable detail the basis for such dispute, (ii) only includes disagreements based on mathematical errors or based on Net Working Capital not being calculated in accordance with the definition and methodologies set forth herein (including the Seller Accounting Policies) and (iii) includes the Sellers’ draft of the Post-Closing Net Working Capital Statement. Unless Sellers’ Representative delivers written notice to the Purchasers Buyer of dispute thereof on or prior to the 45th calendar day after Sellers’ Representative’s receipt of the Post-Closing Net Working Capital Statement and the Transferred Cash Statement, Sellers’ Representative Sellers will be deemed to have accepted and agreed to the Post-Closing Net Working Capital Statement and Transferred Cash Statement and such statement statements (and the specific calculations or methods contemplated thereby) will be final, binding and conclusive. If Sellers’ Representative notifies the Purchasers Sellers notify Buyer in writing of disputed items contained in the Post-Closing Net Working Capital Statement (or specific calculations or methods contemplated thereby) or Transferred Cash Statement (the “Disputed Items”) within such 45 calendar day period, for 15 30 calendar days following delivery of such notice by Sellers to Buyer (the “Resolution Period”), the Purchasers Buyer and Sellers’ Representative Sellers will attempt in good faith to resolve their differences with respect to the Disputed Items. After the later Upon delivery of any such 45 calendar day period and such 15 calendar day period (if any)notice of Disputed Items by Sellers, Sellers’ Representative Sellers will be deemed to have accepted and agreed to all items on the Post-Closing Net Working Capital Statement and Transferred Cash Statement (and the specific calculations or methods contemplated thereby) other than the Disputed Items, and such items (and the specific calculations or methods contemplated thereby) other than the Disputed Items will be final, binding and conclusive. Any resolution by the Purchasers Buyer and Sellers’ Representative Sellers during the Resolution Period as to any Disputed Items will be set forth in writing and will be final, binding and conclusive. If the Purchasers Buyer and Sellers’ Representative Sellers do not resolve all Disputed Items by the end of the Resolution Period, then all Disputed Items remaining in dispute will be submitted by either one of the Parties within ten (10) 30 calendar days after the expiration of the Resolution Period to a such national independent accounting firm with international reputation and familiar with the sector or industry of the Business mutually acceptable to the Purchasers Buyer and Sellers’ Representative that is not an auditor of any of the Sellers, the Purchasers or the Sponsor Sellers (the “Neutral Arbitrator”). The Neutral Arbitrator will act as an arbitrator to determine only those Disputed Items remaining in dispute as of the end of the Resolution Period. In resolving such Disputed Items, the Neutral Arbitrator may not assign a value to any Disputed Item greater than the greatest value for such Disputed Item claimed by any Party or less than the lowest value for such Disputed Item claimed by any Party. Any associated engagement fees, costs All fees and expenses shall initially relating to the work, if any, to be borne 50% performed by Sellers (allocated among Sellers pro rata based on their respective share of the Purchase Price received pursuant to Section 1.2) and 50% by the Purchasers (allocated between the Purchasers pro rata based on their respective share of the Purchase Price paid pursuant to Section 1.2); provided, that such fees, costs and expenses of the Neutral Arbitrator shall ultimately will be allocated to and borne by the Purchasers (allocated between Purchasers on a pro rata basis) Buyer and Sellers (allocated among Sellers on a pro rata basis) based on in the inverse same proportion that the aggregate amount of the percentage Disputed Items so submitted to the Neutral Arbitrator that is unsuccessfully disputed by each such Party (as finally determined by the Neutral Arbitrator’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Neutral Arbitrator with payment between the Parties to reflect this allocation to be made within seven (7) business days following the determination of the Conclusive Net Working Capital Statement. For example, should the items in dispute total in amount to $1,000 and the Neutral Arbitrator awards $600 in favor of Sellers’ position, 60% of the costs of the Neutral Arbitrator’s review would be borne by the Purchasers and 40% of the costs would be borne by Sellerssuch Disputed Items so submitted. In addition, without limiting Section 5.66.4, the Purchasers Buyer and Sellers’ Representative Sellers will give the Neutral Arbitrator access to all recordsRecords, facilities and personnel of such Party and its Affiliates and Representatives as is reasonably necessary to perform its function as arbitrator. The Purchasers Buyer and Sellers’ Representative Sellers will use their commercially reasonable efforts to cause the Neutral Arbitrator to deliver to the Purchasers Buyer and Sellers’ Representative Sellers a written determination (such determination to include an explanation in reasonable detail of the reasons for such determination and a work sheet setting forth all material calculations and methods used in arriving at such determination) of the Disputed Items submitted to the Neutral Arbitrator and the resulting effect thereof on the Post-Closing Net Working Capital Statement and Transferred Cash Statement within twenty (20) 60 calendar days of the Neutral Arbitrator’s receipt of such Disputed Items, which determination will will, in the absence of manifest error, be final, binding and conclusive and upon which judgment may be entered. The final, binding and conclusive Post-Closing Net Working Capital Statement and Transferred Cash Statement based either upon agreement or deemed agreement by the Purchasers Buyer and Sellers’ Representative Sellers or the written determination delivered by the Neutral Arbitrator in accordance with this Section 2.3(c2.10(b) will be the “Conclusive Net Working Capital Statement,” and “Conclusive Transferred Cash Statement,” respectively.”