Common use of Disagreement and Resolution Clause in Contracts

Disagreement and Resolution. (a) If the Shareholders’ Representative disagrees with the Closing Retirement Underfunding as set forth in the Closing Retirement Underfunding Statement delivered pursuant to Section 2.1, the Shareholders’ Representative shall notify Buyer in writing of such disagreement within thirty (30) days after delivery of the Closing Retirement Underfunding Statement, which notice shall describe the nature of any such disagreement in reasonable detail, identify the specific items involved and the dollar amount of each such disagreement and provide reasonable supporting documentation for each such disagreement. After the end of such thirty (30) day period, neither Buyer nor the Shareholders’ Representative may introduce additional disagreements with respect to any item in the Closing Retirement Underfunding Statement or increase the amount of any disagreement, and any item not so identified shall be deemed to be agreed to by the Shareholders’ Representative and will be final and binding. In the event that the Retirement Underfunding is less than the Estimated Retirement Underfunding Amount, then within five (5) Business Days of the expiration of such thirty (30) day period, Buyer shall pay to each Seller an amount equal to such Seller’s portion, as set forth on Schedule 1.1, of any undisputed amounts of the excess, less a reasonable estimate of such Seller’s share of the Actuarial Arbitrator (as defined below) fees and expenses. (b) If Buyer and the Shareholders’ Representative are unable to resolve all disagreements properly identified by the Shareholders’ Representative pursuant to Section 2.2(a) within thirty (30) days after delivery to Buyer of written notice of such disagreements, then such disagreements shall be submitted for final and binding resolution to a Neutral Actuary to resolve such disagreements (the “Actuarial Arbitrator”). The Actuarial Arbitrator shall be a Neutral Actuary selected by mutual agreement of Buyer and the Shareholders’ Representative; provided, that (i) if, within fifteen (15) days after the Shareholders’ Representative has delivered its notice of disagreement to Buyer pursuant to Section 2.2(a), the parties are unable to agree on a Neutral Actuary to act as Actuarial Arbitrator, each party shall select a Neutral Actuary and such firms together shall select the Neutral Actuary to act as the Actuarial Arbitrator, and (ii) if any party does not select a Neutral Actuary within ten (10) days of written demand therefor by the other party, the Neutral Actuary selected by the other party shall act as the Actuarial Arbitrator. The Actuarial Arbitrator will only consider those items and amounts set forth in the Closing Retirement Underfunding Statement as to which Buyer and the Shareholders’ Representative have disagreed within the time periods and on the terms specified above and must resolve the matter in accordance with the terms and provisions of this Agreement. The Actuarial Arbitrator shall deliver to Buyer and the Shareholders’ Representative, as promptly as practicable and in any event within ninety (90) days after its appointment, a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement. The Actuarial Arbitrator may select a position other than those selected by Buyer or the Shareholders’ Representative as a resolution for each item of disagreement; provided, that, the Actuarial Arbitrator shall not assign a value to any item greater than the greatest value for such item claimed by either the Shareholders’ Representative or Buyer or less than the smallest value for such item claimed by either the Shareholders’ Representative or Buyer. The Actuarial Arbitrator shall make its determination based solely on presentations and supporting material provided by the parties and not pursuant to any independent review. The determination of the Actuarial Arbitrator shall be final and binding. Buyer, on the one hand, and the Sellers, on the other, will share equally the fees and expenses of the Actuarial Arbitrator.

Disagreement and Resolution. The following clauses (a) If the Shareholders’ Representative disagrees with the Closing Retirement Underfunding as and (b) set forth in the Closing Retirement Underfunding Statement delivered pursuant procedures for resolving disputes among the parties with respect to Section 2.1, the Shareholders’ Representative shall notify Buyer in writing of such disagreement within thirty (30) days after delivery determination of the Closing Retirement Underfunding Statement, which notice shall describe the nature of any such disagreement in reasonable detail, identify the specific items involved and the dollar amount of each such disagreement and provide reasonable supporting documentation for each such disagreement. After the end of such thirty (30) day period, neither Buyer nor the Shareholders’ Representative may introduce additional disagreements with respect to any item in the Closing Retirement Underfunding Statement or increase the amount of any disagreement, and any item not so identified shall be deemed to be agreed to by the Shareholders’ Representative and will be final and binding. In the event that the Retirement Underfunding is less than the Estimated Retirement Underfunding Amount, then within five (5) Business Days of the expiration of such thirty (30) day period, Buyer shall pay to each Seller an amount equal to such Seller’s portion, as set forth on Schedule 1.1, of any undisputed amounts of the excess, less a reasonable estimate of such Seller’s share of the Actuarial Arbitrator (as defined below) fees and expensesWorking Capital. (ba) If Buyer and the Shareholders’ Representative are unable to resolve all disagreements properly identified by the Shareholders’ Representative pursuant to Section 2.2(a) within Within thirty (30) days after delivery to Shareholder Parties of Buyer’s calculation of the Closing Working Capital pursuant to Section 3.2, the Shareholders’ Committee may deliver to Buyer a written report (the “Shareholders’ Report”) advising Buyer either that Shareholders (A) agree with Buyer’s calculations of written notice the Closing Working Capital, or (B) deem that one or more adjustments are required. If Buyer shall concur with the adjustments proposed by the Shareholders’ Committee, or if Buyer shall not object thereto in a writing delivered to the Shareholders’ Committee within thirty (30) days after Buyer’s receipt of the Shareholder Parties’ Report, the calculations of the Closing Working Capital set forth in such disagreementsShareholder Parties’ Report shall become final and shall not be subject to further review, challenge or adjustment absent fraud. If the Shareholders’ Committee does not submit a Shareholder Parties’ Report within the thirty (30) day period provided herein, then the Closing Working Capital as calculated by Buyer shall become final and shall not be subject to further review, challenge or adjustment absent fraud. (b) In the event that the Shareholders’ Committee submits a Shareholders’ Report and Buyer and the Shareholders’ Committee are unable to resolve the disagreements set forth in such report within thirty (30) days after the date of the Shareholders’ Report, then such disagreements shall be submitted for final and binding resolution to a Neutral Actuary Accounting Firm to resolve such disagreements (the “Actuarial Accounting Arbitrator”). The Actuarial Accounting Arbitrator shall be a Neutral Actuary Accounting Firm selected by mutual agreement of Buyer and the Shareholders’ RepresentativeCommittee; provided, provided that (i) if, within fifteen (15) days after the Shareholders’ Representative has delivered its notice of disagreement to Buyer pursuant to Section 2.2(a), if the parties are unable to agree on a Neutral Actuary Accounting Firm to act as Actuarial ArbitratorAccounting Arbitrator within ten (10) days of written demand therefor by the other party, then each party shall select a Neutral Actuary Accounting Firm and such firms together shall select the Neutral Actuary Accounting Firm to act as the Actuarial Accounting Arbitrator, and (ii) if any party does not select a Neutral Actuary Accounting Firm within ten (10) days of written demand therefor by the other party, the Neutral Actuary Accounting Firm selected by the other party shall act as the Actuarial Accounting Arbitrator. The Actuarial Accounting Arbitrator will only consider those items and amounts set forth in the Closing Retirement Underfunding Statement as to which Buyer and the Shareholders’ Representative Shareholder Parties have disagreed within the time periods and on the terms specified above and must resolve the matter in accordance with the terms and provisions of this Agreement. The Actuarial Accounting Arbitrator shall deliver to Buyer and the Shareholders’ RepresentativeCommittee, as promptly as practicable and in any event within ninety sixty (9060) days after its appointment, a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement. The Actuarial Accounting Arbitrator may shall select a the position other than those selected by of either Buyer or the Shareholders’ Representative Shareholder Parties as a resolution for each item of disagreement; provided, that, the Actuarial Arbitrator shall disagreement and may not assign a value to any item greater than the greatest value for such item claimed by either the Shareholders’ Representative or Buyer or less than the smallest value for such item claimed by either the Shareholders’ Representative or Buyerimpose an alternative resolution. The Actuarial Accounting Arbitrator shall make its determination based solely on presentations and supporting material provided by the parties parties, with no discovery permitted and not pursuant to any independent review, all with a view to minimizing the costs which are to be incurred to resolve such disagreements. Buyer and Shareholder Parties shall act reasonably in attempting to resolve any disagreements which may arise between them regarding the determination of the Closing Working Capital, the referral of disagreements to the Accounting Arbitrator, and the scope of the engagement of the Accounting Arbitrator. The determination of the Actuarial Accounting Arbitrator shall be final and bindingbinding absent fraud. Buyer, on the one hand, and the SellersShareholder Parties, on the other, will share equally the fees and expenses of the Actuarial Accounting Arbitrator.

Disagreement and Resolution. (a) During the Review Period, Buyer shall provide Seller Representative with reasonable access, during normal business hours upon reasonable advance notice and in such a manner as not to unreasonably interfere with the normal conduct of each Group Company’s operations, to all books and records (including work papers to the extent permitted by the access policies of Buyer’s and each Group Company’s accountants, as applicable) and appropriate personnel of the Group Companies to enable Seller Representative to determine the Closing Cash, Closing Indebtedness, Seller Transaction Expenses and Closing Working Capital and to evaluate the accuracy of the Buyer Closing Statement, and Buyer shall respond promptly and in good faith and as fully and accurately as is reasonably practicable to inquiries from Seller Representative related to such review. Buyer shall provide access to the books and records of the Group Companies electronically and transmit financial statements, general journals and trial balances of the Group Companies in such formats as they are prepared on the date of this Agreement to the extent reasonable and available. If the Shareholders’ Seller Representative disagrees with any portion of the Buyer Closing Retirement Underfunding as set forth in the Closing Retirement Underfunding Statement delivered pursuant to Section 2.1Statement, the Shareholders’ then Seller Representative shall notify Buyer in writing of such disagreement within thirty (30) days after delivery of the Closing Retirement Underfunding StatementReview Period, which notice shall describe the nature of any such disagreement in reasonable detail, detail and identify the specific items involved and the dollar amount amount, if known, of each such disagreement and provide reasonable supporting documentation for each such disagreement. After the end of such thirty (30) day periodReview Period, neither Buyer nor the Shareholders’ Seller Representative may not introduce additional disagreements with respect to any item in the Buyer Closing Retirement Underfunding Statement or increase the amount of any disagreement, and any item not so identified shall be deemed to be agreed to by the Shareholders’ Representative Parties and will be final and binding. In the event that the Retirement Underfunding is less than the Estimated Retirement Underfunding Amount, then within five (5) Business Days of the expiration of such thirty (30) day period, Buyer shall pay to each Seller an amount equal to such Seller’s portion, as set forth on Schedule 1.1, of any undisputed amounts of the excess, less a reasonable estimate of such Seller’s share of the Actuarial Arbitrator (as defined below) fees and expenses. (b) If Buyer and Seller Representative shall use their respective reasonable best efforts to resolve any disagreements pertaining to the Shareholders’ Buyer Closing Statement; however, if Buyer and Seller Representative are unable to resolve all disagreements properly identified by the Shareholders’ Seller Representative pursuant to Section 2.2(a2.3(a) within thirty (30) 30 days after delivery to Buyer of written notice of such disagreements, then such disagreements shall be submitted for final and binding resolution to a Neutral Actuary Accounting Firm to resolve such disagreements (the “Actuarial ArbitratorAccounting Expert”). The Actuarial Arbitrator During such 30-day period, each side shall notify the other side of the Neutral Accounting Firm that such side proposes to be a Neutral Actuary selected by mutual agreement the Accounting Expert. At the end of Buyer and the Shareholders’ Representative; provided, that such 30-day period: (i) ifif one side has failed to timely notify the other side in accordance with the previous sentence, within fifteen then the other side’s proposed Neutral Accounting Firm shall act as the Accounting Expert (15assuming that the other side provided timely notice in accordance with the previous sentence); (ii) days after if both sides have mutually agreed on a Neutral Accounting Firm to act as the Shareholders’ Accounting Expert, then such Neutral Accounting Firm shall be the Accounting Expert; (iii) if Buyer and Seller Representative has delivered its notice of disagreement to Buyer pursuant to Section 2.2(a), the parties are unable to agree on a Neutral Actuary to act as Actuarial Arbitrator, each party shall select a Neutral Actuary and such firms together shall select the Neutral Actuary Accounting Firm to act as the Actuarial ArbitratorAccounting Expert and each Party has timely proposed a Neutral Accounting Firm in accordance with the previous sentence, and (ii) if any party does not then the two proposed Neutral Accounting Firms together shall select a third Neutral Actuary Accounting Firm within ten (10) five days of written demand therefor by the other party, the Neutral Actuary selected by the other party shall to act as the Actuarial ArbitratorAccounting Expert. Each Party shall be permitted to present a supporting brief to the Accounting Expert (which supporting brief shall also be concurrently provided to the other Party) within 10 days following the appointment of the Accounting Expert. Within five days following receipt of a supporting brief, the receiving Party may present a responsive brief to the Accounting Expert (which responsive brief shall also be concurrently provided to the other Party). No discovery will be permitted and no arbitration hearing will be held. The Actuarial Arbitrator will Accounting Expert shall only consider the briefs of the parties, and shall not conduct any independent review, in determining those items and amounts set forth in disputed by the Closing Retirement Underfunding Statement as to which Buyer parties, and the Shareholders’ Accounting Expert shall consider only those items and amounts which are identified by the parties as being in dispute. The Accounting Expert may ask specific written questions or request specific historical documents from Buyer or Seller Representative have disagreed within to clarify its understanding of the time periods submissions (and on any document provided by Buyer or Seller Representative to the terms specified above Accounting Expert shall also be concurrently provided to the other Party). The Accounting Expert shall resolve the dispute by selecting either the position of Buyer or Seller Representative (and may not propose or make any alternative position) for each item that is subject to the Accounting Expert’s determination and must resolve the matter in accordance with the terms and provisions of this Agreement. The Actuarial Arbitrator Accounting Expert shall deliver to Buyer and the Shareholders’ Seller Representative, as promptly as practicable and in any event within ninety (90) 90 days after its appointment, a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement. The Actuarial Arbitrator may select a position other than those selected by Buyer or the Shareholders’ Representative as a resolution for each item of disagreement; provided, that, the Actuarial Arbitrator shall not assign a value to any item greater than the greatest value for such item claimed by either the Shareholders’ Representative or Buyer or less than the smallest value for such item claimed by either the Shareholders’ Representative or Buyer. The Actuarial Arbitrator shall make its determination based solely on presentations and supporting material provided by the parties and not pursuant to any independent review. The determination of the Actuarial Arbitrator Accounting Expert shall be final final, binding and bindingnon-appealable absent fraud or malfeasance. All fees of the Accounting Expert shall be allocated between Buyer, on the one hand, and the Sellers, on the otherother hand, will share equally such that the amount paid by Sellers bears the same proportion that the aggregate dollar amount unsuccessfully disputed by Seller Representative (on behalf of Sellers) bears to the total dollar amount of the disputed items that were submitted for resolution to the Accounting Expert, and Buyer shall pay the balance. For purposes of illustration only, if the Net Adjustment Amount in favor of Sellers is proposed to be $1,000 by Seller Representative and $900 by Buyer and such Net Adjustment Amount is ultimately determined by the Accounting Expert to be $960, then Sellers would bear 40% of the fees and expenses of the Actuarial ArbitratorAccounting Expert and Buyer would bear 60%, because the amount disputed was $100 and the amount unsuccessfully disputed by Seller Representative (on behalf of Sellers) was $40. Any fees of the Accounting Expert to be paid by Sellers shall be paid by Sellers in accordance with each Seller’s Pro Rata Share.

Disagreement and Resolution. (a) During the forty-five (45) day period following delivery of the Closing Adjustment Statement to the Transaction Representative, Buyer shall provide the Transaction Representative with reasonable access to such books and records and personnel of the Company as may be reasonably necessary to enable the Transaction Representative to evaluate the accuracy of the Closing Adjustment Statement. Such access shall be at such times and in such a manner as shall not unreasonably interfere with Buyer’s operation of the Company’s business. If the Shareholders’ Transaction Representative disagrees with the Closing Retirement Underfunding as set forth in determination of the Closing Retirement Underfunding Statement delivered pursuant to Section 2.1Working Capital, Cash on Hand, Company Debt or Transaction Costs as shown on the Shareholders’ Closing Adjustment Statement, then the Transaction Representative shall notify Buyer in writing of such disagreement within thirty forty-five (3045) days after delivery of the Closing Retirement Underfunding Adjustment Statement, which notice shall describe the nature of any such disagreement in reasonable detail, identify the specific items involved and the dollar amount of each such disagreement and provide reasonable supporting documentation for each such disagreement. After the end of such thirty forty-five (3045) day period, neither Buyer nor the Shareholders’ Transaction Representative may introduce additional disagreements with respect to any item in the Closing Retirement Underfunding Adjustment Statement or increase the amount of any disagreement, and any item not so identified shall be deemed to be agreed to by the Shareholders’ Representative Parties and will be final and binding. In the event that the Retirement Underfunding is less than the Estimated Retirement Underfunding Amount, then within five (5) Business Days of the expiration of such thirty (30) day period, Buyer shall pay to each Seller an amount equal to such Seller’s portion, as set forth on Schedule 1.1, of any undisputed amounts of the excess, less a reasonable estimate of such Seller’s share of the Actuarial Arbitrator (as defined below) fees and expenses. (b) If Buyer and the Shareholders’ Transaction Representative are unable to resolve all disagreements properly identified by the Shareholders’ Transaction Representative pursuant to Section 2.2(a3.3(a) within thirty (30) days after delivery to Buyer of written notice of such disagreements, then such disagreements shall be submitted for final and binding resolution to a Neutral Actuary Accounting Firm to resolve such disagreements (the “Actuarial Accounting Arbitrator”). The Actuarial Accounting Arbitrator shall be KPMG LLP, or, in the event that it is not available or is not a Neutral Actuary Accounting Firm, a Neutral Accounting Firm selected by mutual agreement of Buyer and the Shareholders’ Transaction Representative; provided, that that, (i) if, within fifteen (15) days after the Shareholders’ Transaction Representative has delivered its notice of disagreement to Buyer pursuant to Section 2.2(a3.3(a), the parties are unable to agree on a Neutral Actuary Accounting Firm to act as Actuarial Accounting Arbitrator, then each party shall select a Neutral Actuary Accounting Firm and such firms together shall select the Neutral Actuary Accounting Firm to act as the Actuarial Accounting Arbitrator, and (ii) if any party does not select a Neutral Actuary Accounting Firm within ten (10) days of written demand therefor by the other party, then the Neutral Actuary Accounting Firm selected by the other party shall act as the Actuarial Accounting Arbitrator. Each party shall be permitted to present a supporting brief to the Accounting Arbitrator (which supporting brief shall also be concurrently provided to the other party) within twenty (20) days of the appointment of the Accounting Arbitrator. Within twenty (20) days of receipt of a supporting brief, the receiving party may present a responsive brief to the Accounting Arbitrator (which responsive brief shall also be concurrently provided to the other party). Each party may make an oral presentation to the Accounting Arbitrator, in which case, such presenting party shall notify the other party of such presentation, and the other party shall have the right to be present at such presentation, within fifty (50) days of the appointment of the Accounting Arbitrator. The Actuarial Accounting Arbitrator will shall only consider the briefs and oral presentations of the parties, and shall not conduct any independent review, in determining those items and amounts set forth in disputed by the Closing Retirement Underfunding Statement parties. The Accounting Arbitrator shall select either the position of Buyer or the Transaction Representative as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to which Buyer and the Shareholders’ Representative have disagreed within the time periods and on the terms specified above any item or amount disputed and must resolve the matter in accordance with the terms and provisions of this Agreement. The Actuarial Accounting Arbitrator shall deliver to Buyer and the Shareholders’ Transaction Representative, as promptly as practicable and in any event within ninety (90) days after its appointment, a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement. The Actuarial Arbitrator may select a position other than those selected by Buyer or the Shareholders’ Representative as a resolution for each item of disagreement; provided, that, the Actuarial Arbitrator shall not assign a value to any item greater than the greatest value for such item claimed by either the Shareholders’ Representative or Buyer or less than the smallest value for such item claimed by either the Shareholders’ Representative or Buyer. The Actuarial Arbitrator shall make its determination based solely on presentations and supporting material provided by the parties and not pursuant to any independent review. The determination of the Actuarial Accounting Arbitrator shall be final and bindingbinding in the absence of manifest computational error. The fees of the Accounting Arbitrator shall be borne by Buyer, on the one hand, and the SellersShareholders and the SEU Holders, severally and not jointly, on the otherother hand, will share equally in such amount(s) as shall be determined by the fees Accounting Arbitrator based on the proportion that the aggregate amount of disputed items submitted to the Accounting Arbitrator that is unsuccessfully disputed by Buyer, on the one hand, or the Shareholders and expenses the SEU Holders, on the other hand, as determined by the Accounting Arbitrator, bears to the total amount of such disputed items so referred to the Actuarial ArbitratorAccounting Arbitrator for resolution.

Disagreement and Resolution. (a) During the Review Period, Acquiror shall provide Stockholder Representative and its representatives with reasonable access, during normal business hours upon reasonable advance notice and in such a manner as to not interfere with the normal conduct of each Group Company’s operations, to the Company’s accounting and other personnel and to the books and records of the Company to enable Stockholder Representative to determine the Closing Cash, Closing Indebtedness, Company Transaction Expenses, Reimbursable Company Transaction Expenses, Excess Company Transaction Expenses (if any) and Closing Working Capital and to evaluate the accuracy of the Acquiror Closing Statement. If the Shareholders’ Stockholder Representative disagrees with any portion of the Acquiror Closing Retirement Underfunding as set forth in the Closing Retirement Underfunding Statement delivered pursuant to Section 2.1Statement, the Shareholders’ then Stockholder Representative shall notify Buyer Acquiror in writing of such disagreement within thirty (30) days after delivery of the Closing Retirement Underfunding StatementReview Period, which notice shall describe the nature of any such disagreement in reasonable detail, detail and identify the specific items involved and the dollar amount of each such disagreement and provide reasonable supporting documentation for each such disagreement. After the end of such thirty Review Period: (30i) day period, neither Buyer nor the Shareholders’ Stockholder Representative may not introduce additional disagreements with respect to any item in the Acquiror Closing Retirement Underfunding Statement or increase the amount of any disagreement, and any item not so identified shall be deemed to be agreed to by the Shareholders’ Representative parties and will be final and binding. In the event that the Retirement Underfunding is less than the Estimated Retirement Underfunding Amount, then within five (5) Business Days of the expiration of such thirty (30) day period, Buyer shall pay to each Seller an amount equal to such Seller’s portion, as set forth on Schedule 1.1, of any undisputed amounts of the excess, less a reasonable estimate of such Seller’s share of the Actuarial Arbitrator (as defined below) fees and expenses. (bii) If Buyer Acquiror and Stockholder Representative shall promptly endeavor in good faith to resolve any disagreements pertaining to the Shareholders’ Acquiror Closing Statement; provided, however, if Acquiror and Stockholder Representative are unable to resolve all disagreements properly identified by the Shareholders’ Stockholder Representative pursuant to Section 2.2(a2.08(a) (within thirty (30) days after delivery to Buyer Acquiror of written notice of such disagreements), then such disagreements shall be submitted for final and binding resolution to a Neutral Actuary Accounting Firm to resolve such disagreements (the “Actuarial ArbitratorAccounting Expert”). The Actuarial Arbitrator Acquiror and Stockholder Representative shall execute Accounting Expert’s standard engagement letter. During such thirty (30) day period, each side shall notify the other side of the Neutral Accounting Firm that such side proposes to be the Accounting Expert. Each party shall be permitted to submit the disputed amounts and a Neutral Actuary selected by mutual agreement statement of Buyer and reasons therefor to the Shareholders’ Representative; provided, that Accounting Expert (iwhich statement of reasons shall also be concurrently provided to the other party) if, within fifteen (15) days after the Shareholders’ Representative has delivered its notice of disagreement to Buyer pursuant to Section 2.2(a), the parties are unable to agree on a Neutral Actuary to act as Actuarial Arbitrator, each party shall select a Neutral Actuary and such firms together shall select the Neutral Actuary to act as the Actuarial Arbitrator, and (ii) if any party does not select a Neutral Actuary within ten (10) days following the appointment of written demand therefor by the Accounting Expert. Within five (5) days following receipt of a statement of reasons, the receiving party may present a responsive statement of reasons to the Accounting Expert (which responsive statement of reasons shall also be concurrently provided to the other party, the Neutral Actuary selected by the other party shall act as the Actuarial Arbitrator). No discovery will be permitted and no arbitration hearing will be held. The Actuarial Arbitrator will Accounting Expert shall only consider statement of reasons of the parties, and shall not conduct any independent review, in determining those items and amounts set forth in disputed by the Closing Retirement Underfunding Statement as to which Buyer parties, and the Shareholders’ Accounting Expert shall consider only those items and amounts which are identified by the parties as being in dispute. No party shall have any ex-parte communication with the Accounting Expert relating to its services under or in connection with this Agreement or the Transactions. The Accounting Expert shall resolve the dispute by selecting either the position of Acquiror or Stockholder Representative have disagreed within (and may not propose or make any alternative position) as the time periods and on position that is closest to the terms specified above Accounting Expert’s determination and must resolve the matter in accordance with the terms and provisions of this Agreement. The Actuarial Arbitrator Accounting Expert shall act as an expert and not as an arbitrator to determine any dispute contemplated by this Section 2.08(b). The Accounting Expert shall deliver to Buyer Acquiror and the Shareholders’ Stockholder Representative, as promptly as practicable and in any event within ninety (90) days after its appointment, a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement. The Actuarial Arbitrator may select a position other than those selected by Buyer or the Shareholders’ Representative as a resolution for each item of disagreement; provided, that, the Actuarial Arbitrator shall not assign a value to any item greater than the greatest value for such item claimed by either the Shareholders’ Representative or Buyer or less than the smallest value for such item claimed by either the Shareholders’ Representative or Buyer. The Actuarial Arbitrator shall make its determination based solely on presentations and supporting material provided by the parties and not pursuant to any independent review. The determination of the Actuarial Arbitrator Accounting Expert shall be final final, binding and bindingnon-appealable absent fraud or malfeasance. BuyerAll fees of the Accounting Expert shall be allocated between Acquiror, on the one hand, and the SellersCompany Stockholders, on the otherother hand, will share equally such that the amount paid by the Company Stockholders bears the same proportion that the aggregate dollar amount unsuccessfully disputed by Stockholder Representative (on behalf of the Company Stockholders) bears to the total dollar amount of the disputed items that were submitted for resolution to the Accounting Expert, and Acquiror shall pay the balance. For purposes of illustration only, if the Net Adjustment Amount in favor of the Company Stockholders is proposed to be $1,000 by Stockholder Representative and $900 by Acquiror and such Net Adjustment Amount is ultimately determined by the Accounting Expert to be $960, then the Company Stockholders would bear forty percent (40%) of the fees and expenses of the Actuarial ArbitratorAccounting Expert and Acquiror would bear sixty percent (60%), because the amount disputed was $100 and the amount unsuccessfully disputed by Stockholder Representative (on behalf of the Company Stockholders) was $40. Any fees of the Accounting Expert to be paid by the Company Stockholders (the “Company Accounting Expert Fees”) shall be borne by the Company Stockholders in accordance with each Company Stockholders’ Ownership Allocation; provided, however, that at the election of the Stockholder Representative, such Company Accounting Expert Fees may be funded from the Stockholder Representative Fund on behalf of the Company Stockholders, in which case Acquiror shall be reimbursed for such Company Accounting Expert Fees pursuant to Section 2.09(d)(iii). (b) The final Closing Working Capital, final Closing Cash, final Closing Indebtedness, the final Company Transaction Expenses, and, if any, the final Excess Company Transaction Expenses, shall be (i) as stated in the Acquiror Closing Statement if Stockholder Representative fails to deliver a notice of disagreement during the Review Period or (ii) if Stockholder Representative delivers a notice of disagreement during the Review Period, (A) the respective amounts mutually agreed to in writing by Axxxxxxx and Stockholder Representative or (B) if any disputed item is submitted for resolution to the Accounting Expert, the amount determined by the Accounting Expert computed using the items agreed to in writing by Stockholder Representative and Acquiror (i.e., items that are not disputed items) and the disputed items as resolved by the Accounting Expert.

Disagreement and Resolution. (a) If The Working Capital Statement and the Shareholders’ Representative Proposed Final Working Capital Amount set forth therein delivered by the Purchaser shall become final and binding upon the Parties unless the Seller disagrees with the Closing Retirement Underfunding determination of the Proposed Final Working Capital Amount as set forth in shown on the Closing Retirement Underfunding Working Capital Statement delivered pursuant to Section 2.1, and notifies the Shareholders’ Representative shall notify Buyer Purchaser in writing of such disagreement (the “Notice of Disagreement”) within thirty (30) days after delivery of the Closing Retirement Underfunding Working Capital Statement, which notice shall (i) describe the nature of any such disagreement in reasonable detail, (ii) identify the specific items involved and the dollar amount of each such disagreement disagreement, and provide reasonable supporting documentation for each such disagreement(iii) include the Seller’s calculation of the actual aggregate Working Capital of the Playa Spain Entities as of 11:59 p.m. on the date immediately preceding the date of this Agreement. After the end of such thirty (30) day period, neither Buyer the Purchaser nor the Shareholders’ Representative Seller may introduce additional disagreements with respect to any item in the Closing Retirement Underfunding Working Capital Statement or increase the amount of any disagreement, and any item not so identified shall be deemed to be agreed to by the Shareholders’ Representative Parties and will be final and binding. In the event that the Retirement Underfunding is less than the Estimated Retirement Underfunding Amount, then within five (5) Business Days of the expiration of such thirty (30) day period, Buyer shall pay to each Seller an amount equal to such Seller’s portion, as set forth on Schedule 1.1, of any undisputed amounts of the excess, less a reasonable estimate of such Seller’s share of the Actuarial Arbitrator (as defined below) fees and expenses. (b) If Buyer During the forty-five (45) days after delivery to the Purchaser of the Notice of Disagreement, the Purchaser and the Shareholders’ Representative Seller shall negotiate in good faith to resolve, on a timely basis, any disagreements properly identified in the Notice of Disagreement or properly identified by the Purchaser. Any resolution of disagreements included in the Notice of Disagreement or raised by the Purchaser that is agreed upon in writing by the Purchaser and the Seller shall be final, binding and conclusive as to the Parties. If the Purchaser and the Seller are unable to resolve all disagreements properly identified by the Shareholders’ Representative Seller in the Notice of Disagreement or properly identified by the Purchaser pursuant to Section 2.2(a3.4(a) within thirty forty-five (3045) days after delivery to Buyer the Purchaser of written notice the Notice of such disagreementsDisagreement, then such disagreements shall be submitted for final and binding resolution to a Neutral Actuary an “Accounting Arbitrator” to resolve such disagreements (the “Actuarial Arbitrator”)disagreements. The Actuarial Accounting Arbitrator shall be a Neutral Actuary Accounting Firm selected by mutual agreement of Buyer the Purchaser and the Shareholders’ Representative; provided, Seller within 10 days following the expiration of such 45-day period. In the event that (i) if, within fifteen (15) days after the Shareholders’ Representative has delivered its notice of disagreement to Buyer pursuant to Section 2.2(a), the parties are unable to agree on reach agreement with respect to the designation of the Accounting Arbitrator within such 10-day period, the Accounting Arbitrator shall be designated by ballot before a Dutch Notary Public from the following audit firms that qualify as Neutral Actuary Accounting Firms: Deloitte, KPMG, PriceWaterhouseCoopers and Emst&Young. Each Party shall be permitted to act as Actuarial Arbitrator, each party present a supporting brief to the Accounting Arbitrator (which supporting brief shall select a Neutral Actuary and such firms together shall select also be concurrently provided to the Neutral Actuary to act as the Actuarial Arbitrator, and (iiother Party) if any party does not select a Neutral Actuary within ten (10) days of written demand therefor by the appointment of the Accounting Arbitrator. Within ten (10) days of receipt of a supporting brief, the receiving party may present a responsive brief to the Accounting Arbitrator (which responsive brief shall also be concurrently provided to the other partyParty). Each Party may make an oral presentation to the Accounting Arbitrator (in which case, the Neutral Actuary selected by such presenting Party shall notify the other party Party of such presentation, and the other Party shall act as have the Actuarial right to be present at such presentation, within twenty (20) days of the appointment of the Accounting Arbitrator. The Actuarial Arbitrator will Accounting Arbitrator, acting in its capacity as an expert and not as an arbitrator: (i) shall only consider (and make its determination based only upon) the briefs and oral presentations of the Parties and those amounts as to which the Purchaser and the Seller have disagreed and that are specifically set forth as a disputed item in the Notice of Disagreement delivered pursuant to Section 3.4(a) or properly identified by the Purchaser (other than those items thereafter resolved by mutual written agreement of the Purchaser and the Seller), and shall not conduct any independent review, in determining those items and amounts disputed by the Parties; (ii) shall select either the position of the Purchaser or the Seller as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed; and (iii) shall resolve each matter and be bound by the express terms, provisions, conditions and covenants set forth in the Closing Retirement Underfunding Statement as to which Buyer and the Shareholders’ Representative have disagreed within the time periods and on the terms specified above and must resolve the matter in accordance with the terms and provisions of this Agreement. The Actuarial Accounting Arbitrator shall deliver to Buyer the Purchaser and the Shareholders’ RepresentativeSeller, as promptly as practicable and in any event within ninety sixty (9060) days after its appointment, a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement. The Actuarial Arbitrator may select a position other than those selected by Buyer or the Shareholders’ Representative as a resolution for each item of disagreement; provided, that, the Actuarial Arbitrator shall not assign a value to any item greater than the greatest value for such item claimed by either the Shareholders’ Representative or Buyer or less than the smallest value for such item claimed by either the Shareholders’ Representative or Buyer. The Actuarial Arbitrator shall make its determination based solely on presentations and supporting material provided by the parties and not pursuant to any independent review. The determination of the Actuarial Accounting Arbitrator shall be final and bindingbinding and not subject to appeal or further adjudication in a court or otherwise in the absence of manifest computational error. BuyerThe fees, expenses and costs of the Accounting Arbitrator shall be borne by the Purchaser, on the hand, and the Seller, on the other hand, in such amount(s) as shall be determined by the Accounting Arbitrator based on the proportion that the aggregate amount of disputed items submitted to the Accounting Arbitrator that is unsuccessfully disputed by the Purchaser, on the one hand, and or the SellersSeller, on the otherother hand, will share equally as determined by the fees and expenses Accounting Arbitrator, bears to the total amount of such disputed items so referred to the Accounting Arbitrator for resolution. (c) As finally determined in accordance with this Section 3.4, the actual aggregate Working Capital of the Actuarial ArbitratorPlaya Spain Entities as of 11:59 p.m. on the date immediately preceding the date of this Agreement shall be referred to as the “Final Working Capital Amount”.

Disagreement and Resolution. (a) If the Shareholders’ Sellers Representative disagrees with the Closing Retirement Underfunding as set forth in determination of the Closing Retirement Underfunding Statement delivered pursuant to Section 2.1Working Capital or the Closing Working Capital Target, then the Shareholders’ Sellers Representative shall notify Buyer in writing of such disagreement within thirty (30) days after delivery of the Closing Retirement Underfunding StatementBalance Sheet, which notice shall describe the nature of any such disagreement in reasonable detail, identify the specific items involved and the dollar amount of each such disagreement and provide reasonable supporting documentation for each such disagreement. After the end of such thirty (30) day period, neither Buyer nor the Shareholders’ Sellers Representative may introduce additional disagreements with respect to any item in the Closing Retirement Underfunding Statement Balance Sheet, Closing Working Capital or the Closing Working Capital Target or increase the amount of any disagreement, and any item not so identified shall be deemed to be agreed to by the Shareholders’ Representative Parties and will be final and binding. In the event that the Retirement Underfunding is less than the Estimated Retirement Underfunding Amount, then within five (5) Business Days of the expiration of such thirty (30) day period, Buyer shall pay to each Seller an amount equal to such Seller’s portion, as set forth on Schedule 1.1, of any undisputed amounts of the excess, less a reasonable estimate of such Seller’s share of the Actuarial Arbitrator (as defined below) fees and expenses. (b) If Buyer and the Shareholders’ Sellers Representative are unable to resolve all disagreements properly identified by the Shareholders’ Representative pursuant to Section 2.2(a3.3(a) within thirty (30) days after delivery to Buyer of written notice of such disagreements, then either Buyer or the Sellers Representative may submit such disagreements shall be submitted dispute for final and binding resolution to the Accounting Arbitrator (determined in accordance with the procedures described in Section 1.4(b)). Within twenty (20) days of receipt of a Neutral Actuary supporting brief, the receiving party may present a responsive brief to resolve such disagreements the Accounting Arbitrator (which responsive brief shall also be concurrently provided to the “Actuarial Arbitrator”other party). The Actuarial Accounting Arbitrator shall be a Neutral Actuary selected by mutual agreement only consider the briefs of Buyer and the Shareholders’ Representative; provided, that (i) if, within fifteen (15) days after the Shareholders’ Representative has delivered its notice of disagreement to Buyer pursuant to Section 2.2(a), the parties are unable to agree on a Neutral Actuary to act as Actuarial Arbitrator, each party shall select a Neutral Actuary and such firms together shall select the Neutral Actuary to act as the Actuarial Arbitratorparties, and (ii) if shall not conduct any party does not select a Neutral Actuary within ten (10) days of written demand therefor by the other party, the Neutral Actuary selected by the other party shall act as the Actuarial Arbitrator. The Actuarial Arbitrator will only consider independent review in determining those items and amounts set forth in disputed by the Closing Retirement Underfunding Statement as to which Buyer and the Shareholders’ Representative have disagreed within the time periods and on the terms specified above and must resolve the matter in accordance with the terms and provisions of this Agreementparties. The Actuarial Accounting Arbitrator shall deliver to Buyer and the Shareholders’ Sellers Representative, as promptly as practicable and in any event within ninety (90) days after its appointment, a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement. The Actuarial Arbitrator may select a position other than those selected by Buyer or the Shareholders’ Representative as a resolution for each item of disagreement; provided, that, the Actuarial Arbitrator shall not assign a value to any item greater than the greatest value for such item claimed by either the Shareholders’ Representative or Buyer or less than the smallest value for such item claimed by either the Shareholders’ Representative or Buyer. The Actuarial Arbitrator shall make its determination based solely on presentations and supporting material provided by the parties and not pursuant to any independent review. The determination of the Actuarial Accounting Arbitrator shall be final and binding. Buyer, binding on the one hand, and the Sellers, on the other, will share equally the Parties. The fees and expenses of the Actuarial Accounting Arbitrator shall be borne by the Party whose calculation of the Closing Working Capital Adjustment is furthest from the determination rendered by the Accounting Arbitrator. The Closing Working Capital Adjustment as finally determined in accordance with this Section 3, shall be referred to as the “Final Working Capital Adjustment”.

Disagreement and Resolution. (a) If In the Shareholders’ Representative disagrees with event FTS has any objections to all or any portion of the Closing Retirement Underfunding as set forth Statement, FTS shall, within 30 days of FTS’s receipt of the Closing Statement, deliver to the Buyer a written notice (a “Dispute Notice”) specifying in reasonable detail each item or amount that FTS disputes (each, a “Disputed Item”), the amount in dispute for each Disputed Item and the reasons supporting FTS’s positions. FTS shall be deemed to have agreed with all other items and amounts contained in the Closing Retirement Underfunding Statement delivered pursuant to Section 2.13.2(b)(i) other than the Disputed Items. During the 30 days immediately following the Buyer’s receipt of a Dispute Notice (the “Resolution Period”), the Shareholders’ Representative Buyer and FTS shall notify Buyer seek in writing of such disagreement within thirty (30) days after delivery of good faith to resolve any differences that they may have with respect to the Closing Retirement Underfunding Statement, which notice shall describe matters specified in the nature of any such disagreement in reasonable detail, identify the specific items involved Dispute Notice. If FTS and the dollar amount of each such disagreement and provide reasonable supporting documentation for each such disagreement. After the end of such thirty (30) day period, neither Buyer nor the Shareholders’ Representative may introduce additional disagreements reach agreement with respect to any item in such Disputed Items, the Buyer shall promptly revise the Closing Retirement Underfunding Statement or increase the amount of any disagreement, and any item not so identified shall be deemed to be agreed to by the Shareholders’ Representative and will be final and bindingreflect such agreement. In the event that the Retirement Underfunding is less than the Estimated Retirement Underfunding Amount, then within five (5) Business Days of the expiration of such thirty (30) day period, Buyer shall pay to each Seller an amount equal to such Seller’s portion, as set forth on Schedule 1.1, of any undisputed amounts of the excess, less a reasonable estimate of such Seller’s share of the Actuarial Arbitrator (as defined below) fees and expenses. (b) If The Buyer and FTS shall use their respective reasonable best efforts to resolve any disagreements pertaining to the Shareholders’ Representative Closing Statement; however, if the Buyer and FTS are unable to resolve all disagreements properly identified by the Shareholders’ Representative FTS pursuant to this Section 2.2(a3.2(c)(i) within thirty (30) 30 days after delivery to the Buyer of written notice of such disagreementsthe Dispute Notice, then such disagreements shall be submitted for final and binding resolution to a Neutral Actuary Accounting Firm to resolve such disagreements (the “Actuarial ArbitratorAccounting Expert”). The Actuarial Arbitrator During such 30-day period, each side shall notify the other side of the Neutral Accounting Firm that such side proposes to be a Neutral Actuary selected by mutual agreement the Accounting Expert. At the end of Buyer and the Shareholders’ Representative; provided, that such 30-day period: (i) ifif one side has failed to timely notify the other side in accordance with the previous sentence, within fifteen then the other side’s proposed Neutral Accounting Firm shall act as the Accounting Expert (15assuming that the other side provided timely notice in accordance with the previous sentence); (ii) days after if both sides have mutually agreed on a Neutral Accounting Firm to act as the Shareholders’ Representative has delivered its notice of disagreement to Accounting Expert, then such Neutral Accounting Firm shall be the Accounting Expert; (iii) if the Buyer pursuant to Section 2.2(a), the parties and FTS are unable to agree on a Neutral Actuary to act as Actuarial Arbitrator, each party shall select a Neutral Actuary and such firms together shall select the Neutral Actuary Accounting Firm to act as the Actuarial ArbitratorAccounting Expert and each party has timely proposed a Neutral Accounting Firm in accordance with the previous sentence, and (ii) if any party does not then the two proposed Neutral Accounting Firms together shall select a third Neutral Actuary Accounting Firm within ten five (105) days of written demand therefor by to act as the Accounting Expert. Each party shall be permitted to present a supporting brief to the Accounting Expert (which supporting brief shall also be concurrently provided to the other party) within 10 days following the appointment of the Accounting Expert. Within five (5) days following receipt of a supporting brief, the Neutral Actuary selected by receiving party may present a responsive brief to the Accounting Expert (which responsive brief shall also be concurrently provided to the other party shall act as the Actuarial Arbitratorparty). No discovery will be permitted and no arbitration hearing will be held. The Actuarial Arbitrator will Accounting Expert shall only consider the briefs of the parties, and shall not conduct any independent review, in determining those items and amounts set forth in disputed by the Closing Retirement Underfunding Statement as to which Buyer parties, and the Shareholders’ Representative have disagreed within Accounting Expert shall consider only those items and amounts which are identified by the time periods parties as being in dispute. The Accounting Expert may ask specific written questions or request specific historical documents from the Buyer or FTS to clarify its understanding of the submissions (and on any document provided by the terms specified above Buyer or FTS to the Accounting Expert shall also be concurrently provided to the other party). The Accounting Expert shall resolve the dispute by selecting either the position of the Buyer or FTS (and may not propose or make any alternative position) for each item that is subject to the Accounting Expert’s determination and must resolve the matter in accordance with the terms and provisions of this Agreement. The Actuarial Arbitrator Accounting Expert shall deliver to the Buyer and the Shareholders’ RepresentativeFTS, as promptly as practicable and in any event within ninety (90) 90 days after its appointment, a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement. The Actuarial Arbitrator may select a position other than those selected by Buyer or the Shareholders’ Representative as a resolution for each item of disagreement; provided, that, the Actuarial Arbitrator shall not assign a value to any item greater than the greatest value for such item claimed by either the Shareholders’ Representative or Buyer or less than the smallest value for such item claimed by either the Shareholders’ Representative or Buyer. The Actuarial Arbitrator shall make its determination based solely on presentations and supporting material provided by the parties and not pursuant to any independent review. The determination of the Actuarial Arbitrator Accounting Expert shall be final final, binding and bindingnon-appealable absent fraud or malfeasance. All fees of the Accounting Expert shall be allocated between the Buyer, on the one hand, and the SellersFTS, on the otherother hand, will share equally such that the amount paid by FTS bears the same proportion that the aggregate dollar amount unsuccessfully disputed by FTS (on behalf of FTS) bears to the total dollar amount of the disputed items that were submitted for resolution to the Accounting Expert, and the Buyer shall pay the balance. For purposes of illustration only, if the Adjusted Net Amount in favor of FTSs is proposed to be $1,000 by FTS and $900 by Buyer and such Adjusted Net Amount is ultimately determined by the Accounting Expert to be $960, then FTSs would bear 40% of the fees and expenses of the Actuarial ArbitratorAccounting Expert and Buyer would bear 60%, because the amount disputed was $100 and the amount unsuccessfully disputed by FTS (on behalf of FTSs) was $40. Any fees of the Accounting Expert to be paid by FTSs shall be paid by FTSs in accordance with each FTS’s Pro Rata Share.

Disagreement and Resolution. (a) If the Shareholders’ Shareholders Representative disagrees with the Closing Retirement Underfunding as set forth in determination of the Closing Retirement Underfunding Statement delivered pursuant to Section 2.1Working Capital as shown on the Closing Working Capital Statement, the Shareholders’ Shareholders Representative shall notify Buyer in writing of such disagreement within thirty forty-five (3045) days after delivery of the Closing Retirement Underfunding StatementWorking Capital Statement to the Shareholders Representative, which notice shall describe the nature of any such disagreement in reasonable detail, identify the specific items involved and the dollar amount of each such disagreement and provide reasonable supporting documentation for each such disagreement. After the end of such thirty forty-five (3045) calendar day period, neither Buyer nor the Shareholders’ Shareholders Representative may introduce additional disagreements with respect to any item in the Closing Retirement Underfunding Working Capital Statement or increase the dollar amount of any disagreement, and any item not so identified shall be deemed to be agreed to by the Shareholders’ Shareholders Representative and will be final and bindingbinding upon the Parties except to the extent that corollary adjustments thereto are necessarily required as a result of resolution of the disputed items that were so identified. In the event that the Retirement Underfunding is less than the Estimated Retirement Underfunding Amount, then If Shareholders Representative does not so notify Buyer of a disagreement within such forty-five (5) Business Days of the expiration of such thirty (3045) day period, then the Closing Working Capital delivered by Buyer pursuant to Section 3.2 shall pay be deemed to each Seller an amount equal to such Seller’s portion, as set forth be final and binding on Schedule 1.1, of any undisputed amounts of the excess, less a reasonable estimate of such Seller’s share of the Actuarial Arbitrator (as defined below) fees Buyer and expensesShareholders. (b) Buyer and Shareholders Representative shall negotiate in good faith to resolve any such disagreement. If Buyer and the Shareholders’ Shareholders Representative are unable to resolve all disagreements properly identified by the Shareholders’ Shareholders Representative pursuant to Section 2.2(a3.3(a) within thirty fifteen (3015) days after delivery to Buyer of written notice of such disagreements, then such disagreements shall be submitted for final and binding resolution to a Neutral Actuary an independent accounting firm of nationally recognized standing to resolve such disagreements (the “Actuarial Accounting Arbitrator”). The Actuarial Accounting Arbitrator shall be a Neutral Actuary an independent accounting firm of nationally recognized standing selected by mutual agreement of Buyer and the Shareholders’ Shareholders Representative; provided, that (i) if, within fifteen five (155) business days after the Shareholders’ Shareholders Representative has have delivered its the notice of disagreement to Buyer pursuant to Section 2.2(a3.3(a), the parties Parties are unable to agree on a Neutral Actuary such independent accounting firm to act as Actuarial Accounting Arbitrator, Buyer and the Shareholders Representative shall each party shall select a Neutral Actuary an independent accounting firm of nationally recognized standing and such firms together shall select the Neutral Actuary to independent accounting firm that will act as the Actuarial Accounting Arbitrator, and (ii) if any party either Buyer or the Shareholders Representative does not select a Neutral Actuary such independent accounting firm within ten five (105) days of written demand therefor by the other partyParty, the Neutral Actuary independent accounting firm selected by the other party Party shall act as the Actuarial Accounting Arbitrator. Each of Buyer and the Shareholders Representative may present a supporting brief to the Accounting Arbitrator (in which case the presenting Party shall provide a copy thereof to the other Party) within ten (10) days of appointment of the Accounting Arbitrator. Within ten (10) days of receipt of a supporting brief, the receiving Party may present a responsive brief to the Accounting Arbitrator (in which case it shall provide a copy thereof to the other Party). Each of Buyer and the Shareholders Representative may make an oral presentation to the Accounting Arbitrator (in which case it shall provide prompt prior notice of such presentation to the other Party) within twenty (20) days of appointment of the Accounting Arbitrator. The Actuarial Accounting Arbitrator will only consider such briefs and presentations and those items and amounts set forth in the Closing Retirement Underfunding Working Capital Statement as to which Buyer and the Shareholders’ Shareholders Representative have disagreed within the time periods and on the terms specified above in this Section 3.3 and must resolve the matter in accordance with the terms and provisions of this Agreementshall not conduct an independent review. The Actuarial Accounting Arbitrator shall deliver to Buyer and the Shareholders’ Shareholders Representative, as promptly as practicable and in any event within ninety sixty (9060) days after its such Accounting Arbitrator’s appointment, a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement. The Actuarial Accounting Arbitrator may shall select a the position other than those selected by of either Buyer or the Shareholders’ Shareholders Representative as a resolution for each item of disagreement; provided, that, the Actuarial Arbitrator shall disagreement and may not assign a value to any item greater than the greatest value for such item claimed by either the Shareholders’ Representative or Buyer or less than the smallest value for such item claimed by either the Shareholders’ Representative or Buyer. The Actuarial Arbitrator shall make its determination based solely on presentations and supporting material provided by the parties and not pursuant to any independent reviewimpose an alternative resolution. The determination of the Actuarial Accounting Arbitrator shall be final and bindingbinding and may be entered as a judgment in a court of competent jurisdiction. BuyerThe fees, on the one hand, expenses and the Sellers, on the other, will share equally the fees and expenses costs of the Actuarial ArbitratorAccounting Arbitrator shall be borne equally by Buyer and Shareholders.

Disagreement and Resolution. (ai) If the Shareholders’ Representative disagrees Buyer does not agree with the ULHL Closing Retirement Underfunding Calculation, the Buyer shall as set forth promptly as reasonably practicable, and in any event no later than 120 days following the transfer of ULHL’s equity interests in Unique Vietnam and Unique Taiwan, whichever is later, (or in a case where the Buyer does not agree with ULHL’s calculation of the Additional Purchase Price Adjustment, it shall within 30 days of receipt of ULHL’s calculation of the Additional Purchase Price Adjustment) deliver to ULHL a written notice (a “Dispute Notice”) specifying in reasonable detail each item or amount that the Buyer disputes (each, a “Disputed Item”), the amount in dispute for each Disputed Item and the reasons supporting the Buyer’s positions. The Buyer shall be deemed to have agreed with all other items and amounts contained in the ULHL Closing Retirement Underfunding Statement delivered pursuant to Section 2.1Calculation (or the Additional Purchase Price Adjustment calculation where applicable) other than the Disputed Items. During the 30 days immediately following ULHL’s receipt of a Dispute Notice (the “Resolution Period”), the Shareholders’ Representative Buyer and ULHL shall notify Buyer seek in writing of such disagreement within thirty (30) days after delivery of good faith to resolve any differences that they may have with respect to the Closing Retirement Underfunding Statement, which notice shall describe matters specified in the nature of any such disagreement in reasonable detail, identify the specific items involved Dispute Notice. If ULHL and the dollar amount of each such disagreement and provide reasonable supporting documentation for each such disagreement. After the end of such thirty (30) day period, neither Buyer nor the Shareholders’ Representative may introduce additional disagreements reach agreement with respect to any item in such Disputed Items, ULHL shall promptly revise the ULHL Closing Retirement Underfunding Statement Calculation (or increase the amount of any disagreement, and any item not so identified shall be deemed Additional Purchase Price Adjustment calculation where applicable) to be agreed to by the Shareholders’ Representative and will be final and bindingreflect such agreement. In the event that the Retirement Underfunding is less than the Estimated Retirement Underfunding Amount, then within five (5) Business Days of the expiration of such thirty (30) day period, Buyer shall pay to each Seller an amount equal to such Seller’s portion, as set forth on Schedule 1.1, of any undisputed amounts of the excess, less a reasonable estimate of such Seller’s share of the Actuarial Arbitrator (as defined below) fees and expenses. (b) If The Buyer and ULHL shall use their respective reasonable best efforts to resolve any disagreements pertaining to the Shareholders’ Representative ULHL Closing Calculation (or the Additional Purchase Price Adjustment where applicable); however, if the Buyer and ULHL are unable to resolve all disagreements properly identified by the Shareholders’ Representative Buyer pursuant to this Section 2.2(a3.02(f)(i) within thirty (30) 30 days after delivery to Buyer ULHL of written notice of such disagreementsthe Dispute Notice, then such disagreements shall be submitted for final and binding resolution to a Neutral Actuary Accounting Firm to resolve such disagreements (the “Actuarial ArbitratorAccounting Expert”). The Actuarial Arbitrator During such 30-day period, each side shall notify the other side of the Neutral Accounting Firm that such side proposes to be a Neutral Actuary selected by mutual agreement the Accounting Expert. At the end of Buyer and the Shareholders’ Representative; provided, that such 30-day period: (i) ifif one side has failed to timely notify the other side in accordance with the previous sentence, within fifteen then the other side’s proposed Neutral Accounting Firm shall act as the Accounting Expert (15assuming that the other side provided timely notice in accordance with the previous sentence); (ii) days after if both sides have mutually agreed on a Neutral Accounting Firm to act as the Shareholders’ Representative has delivered its notice of disagreement to Accounting Expert, then such Neutral Accounting Firm shall be the Accounting Expert; (iii) if the Buyer pursuant to Section 2.2(a), the parties and ULHL are unable to agree on a Neutral Actuary to act as Actuarial Arbitrator, each party shall select a Neutral Actuary and such firms together shall select the Neutral Actuary Accounting Firm to act as the Actuarial ArbitratorAccounting Expert and each party has timely proposed a Neutral Accounting Firm in accordance with the previous sentence, and then the two proposed Neutral Accounting Firms together shall select a third Neutral Accounting Firm within five (ii5) days to act as the Accounting Expert; (iv) if any neither side has timely notified the other side of their proposed Neutral Accounting Firm, such period shall automatically be extended for an additional 30 days. Each party does not select shall be permitted to present a Neutral Actuary within ten supporting brief to the Accounting Expert (10) days of written demand therefor by which supporting brief shall also be concurrently provided to the other party) within 10 days following the appointment of the Accounting Expert. Within five (5) days following receipt of a supporting brief, the Neutral Actuary selected by receiving party may present a responsive brief to the Accounting Expert (which responsive brief shall also be concurrently provided to the other party shall act as the Actuarial Arbitratorparty). No discovery will be permitted and no arbitration hearing will be held. The Actuarial Arbitrator will Accounting Expert shall only consider the briefs of the parties, and shall not conduct any independent review, in determining those items and amounts set forth in disputed by the Closing Retirement Underfunding Statement as to which Buyer parties, and the Shareholders’ Representative have disagreed within Accounting Expert shall consider only those items and amounts which are identified by the time periods parties as being in dispute. The Accounting Expert may ask specific written questions or request specific historical documents from the Buyer or ULHL to clarify its understanding of the submissions (and on any document provided by the terms specified above Buyer or ULHL to the Accounting Expert shall also be concurrently provided to the other party). The Accounting Expert shall resolve the dispute by selecting either the position of the Buyer or ULHL (and may not propose or make any alternative position) for each item that is subject to the Accounting Expert’s determination and must resolve the matter in accordance with the terms and provisions of this Agreement. The Actuarial Arbitrator Accounting Expert shall deliver to the Buyer and the Shareholders’ RepresentativeULHL, as promptly as practicable and in any event within ninety (90) 90 days after its appointment, a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement. The Actuarial Arbitrator may select a position other than those selected by Buyer or the Shareholders’ Representative as a resolution for each item of disagreement; provided, that, the Actuarial Arbitrator shall not assign a value to any item greater than the greatest value for such item claimed by either the Shareholders’ Representative or Buyer or less than the smallest value for such item claimed by either the Shareholders’ Representative or Buyer. The Actuarial Arbitrator shall make its determination based solely on presentations and supporting material provided by the parties and not pursuant to any independent review. The determination of the Actuarial Arbitrator Accounting Expert shall be final final, binding and bindingnon-appealable absent fraud or malfeasance. All fees of the Accounting Expert shall be allocated between the Buyer, on the one hand, and the SellersULHL, on the otherother hand, will share equally such that the amount paid by ULHL bears the same proportion that the aggregate dollar amount unsuccessfully disputed by ULHL (on behalf of ULHL) bears to the total dollar amount of the disputed items that were submitted for resolution to the Accounting Expert, and the Buyer shall pay the balance. For purposes of illustration only, if the Purchase Price Adjustment in favor of ULHL is proposed to be $1,000 by ULHL and $900 by Buyer and such Purchase Price Adjustment is ultimately determined by the Accounting Expert to be $960, then ULHL would bear 40% of the fees and expenses of the Actuarial ArbitratorAccounting Expert and Buyer would bear 60%, because the amount disputed was $100 and the amount unsuccessfully disputed by ULHL (on behalf of ULHL) was $40. (ii) Each party shall use its reasonable best efforts to provide promptly to the other party all information and reasonable access to employees and representatives as such other party shall reasonably request in connection with review of the ULHL Closing Calculation and the calculation of the Additional Purchase Price Adjustment, as the case may be, including all work papers of the accountants who audited, compiled or reviewed such statements or notices (subject to each party and its representatives entering into any customary undertakings required by the other party’s accountants in connection herewith), and shall otherwise cooperate in good faith with such other party to arrive at a final determination of the ULHL Closing Calculation (or the Additional Purchase Price Adjustment, where applicable). (iii) Within five (5) Business Days after any alteration to the ULHL Closing Calculation or the Additional Purchase Price Adjustment is (1) mutually agreed to between ULHL and the Buyer or (2) finalized pursuant to Section 3.02(f)(i), (A) if an Excess Amount exists, (x) the amount owed by the Buyer pursuant to the Seller Note shall be reduced by the Excess Amount, or (y) in the event that the Excess Amount exceeds the amount of the Seller Note, ULHL shall pay to the Buyer the amount of such deficit by wire transfer of immediately available funds to one or more accounts designated by the Buyer; or (B) if a Shortfall Amount exists, the Buyer shall pay, or cause to be paid, the Shortfall Amount, to ULHL by wire transfer of immediately available funds to one or more accounts designated by ULHL. Any amount to be paid by the Buyer to ULH, or by ULHL to the Buyer, as applicable, pursuant to this Section 3.02(f) shall be paid by wire transfer of immediately available funds to an account designated by the receiving party and treated as an adjustment to the Initial Purchase Price for tax reporting purposes.

Disagreement and Resolution. (ai) If During the Shareholders’ Representative disagrees with forty-five (45) day period following delivery of the Closing Retirement Underfunding Adjustment Statement to the Series A Holders, if applicable (the “Review Period”), Parent and the Surviving Corporation shall provide the Series A Holders and their Representatives with reasonable access to the relevant books, records and personnel of the Surviving Corporation and Parent’s working papers and the working papers of Parent’s independent accountants, if any, relating to the preparation of the Closing Adjustment Statement and the calculation of the Closing Capital Expenditures, Closing Working Capital, Transaction Costs and Closing TCF, as may be reasonably necessary to enable the Series A Holders and their respective Representatives to evaluate the accuracy of the matters set forth in the Closing Retirement Underfunding Statement delivered pursuant Adjustment Statement; provided, however, that if the independent accountants of Parent have provided the Series A Holders with a customary confidentiality and hold harmless agreement relating to Section 2.1such access to working papers, such independent accountants shall not be obligated to make any working papers available to the Shareholders’ Representative Series A Holders unless and until the Series A Holders have signed such agreement within two (2) Business Days of the independent accountant’s request. Such access shall be during normal business hours and in such a manner as shall not unreasonably interfere with the operation of the Surviving Corporation’s business. If the Series A Holders disagree with any aspect of the Closing Capital Expenditures, Closing Working Capital, Transaction Costs or Closing TCF as shown on the Closing Adjustment Statement, then the Series A Holders shall notify Buyer Parent in writing (the “Notice of Disagreement”) of such disagreement within thirty forty-five (3045) calendar days after delivery of the Closing Retirement Underfunding Adjustment Statement, which notice shall describe the nature of any such disagreement in reasonable detail, identify the specific items involved and the dollar amount of each such disagreement and provide reasonable supporting documentation for each such disagreement. After If no Notice of Disagreement is received by Parent on or prior to the end expiration date of such the Review Period, then the Closing Adjustment Statement and the Closing Capital Expenditures, Closing Working Capital, Transaction Costs and Closing TCF set forth therein shall be deemed to have been accepted by the Series A Holders and shall become final and binding upon Parent and the Series A Holders. (ii) During the thirty (30) day periodperiod immediately following the delivery of a Notice of Disagreement, neither Buyer nor if applicable, Parent and the Shareholders’ Representative Series A Holders shall seek in good faith to resolve any disagreement that they may introduce additional disagreements have with respect to any item the matters specified in the Closing Retirement Underfunding Statement or increase the amount Notice of any disagreement, and any item not so identified shall be deemed to be agreed to by the Shareholders’ Representative and will be final and bindingDisagreement. In the event that the Retirement Underfunding is less than the Estimated Retirement Underfunding Amount, then within five (5) Business Days of the expiration of such thirty (30) day period, Buyer shall pay to each Seller an amount equal to such Seller’s portion, as set forth on Schedule 1.1, of any undisputed amounts of the excess, less a reasonable estimate of such Seller’s share of the Actuarial Arbitrator (as defined below) fees and expenses. (b) If Buyer Parent and the Shareholders’ Representative Series A Holders are unable to resolve all disagreements properly identified by the Shareholders’ Representative pursuant to Section 2.2(a) Series A Holders in the Notice of Disagreement within thirty (30) calendar days after delivery to Buyer of written notice Parent of such disagreementsNotice of Disagreement, then any such remaining disagreements only shall be submitted for final and binding resolution to a Neutral Actuary to resolve such disagreements (the “Actuarial Arbitrator”)Accounting Expert. The Actuarial Arbitrator Accounting Expert shall be a Neutral Actuary selected by mutual agreement serve the role of Buyer an expert and not an arbitrator. If any disputed items are referred to the Accounting Expert, Parent and the Shareholders’ RepresentativeSeries A Holders shall cooperate in good faith with the determination process and the Accounting Expert’s reasonable requests for information, including providing the Accounting Expert with information as promptly as reasonably practicable after its request therefor; provided, however, that that if the independent accountants of Parent or the Series A Holders have provided the Accounting Expert with a customary confidentiality and hold harmless agreement relating to such access to working papers, such independent accountants shall not be obligated to make any working papers available to the Accounting Expert unless and until the Accounting Expert has signed such agreement within two (i2) if, within fifteen (15) days after Business Days of the Shareholders’ Representative has delivered its notice of disagreement to Buyer pursuant to Section 2.2(a), the parties are unable to agree on a Neutral Actuary to act as Actuarial Arbitrator, each independent accountant’s request. Each party shall select a Neutral Actuary and such firms together shall select the Neutral Actuary be entitled to act as the Actuarial Arbitrator, and (ii) if any party does not select a Neutral Actuary within ten (10) days receive copies of written demand therefor all materials provided by the other partyto the Accounting Expert in connection with the determination process (subject, in the case of accountant’s working papers, to the execution of a customary confidentiality and hold harmless agreement relating to such access). In making its determination on the disputed items, the Neutral Actuary selected by the other party Accounting Expert shall act as the Actuarial Arbitrator. The Actuarial Arbitrator will make such determinations (A) only consider those items and amounts set forth in the Closing Retirement Underfunding Statement as to which Buyer and the Shareholders’ Representative have disagreed within the time periods and on the terms specified above and must resolve the matter in accordance with the terms and provisions of standards set forth in this Agreement, (B) only with respect to the disputed items submitted to the Accounting Expert and no other item, (C) on a disputed item by disputed item basis (i.e., not in the aggregate), and (D) where the result of the Accounting Expert’s determination for such disputed item is neither greater than the greatest amount presented by Parent and the Series A Holders to the Accounting Expert with respect to the item in dispute, nor less than the lowest amount presented by Parent and the Series A Holders to the Accounting Expert with respect to the item in dispute, in each case, in the Closing Adjustment Statement or Notice of Disagreement, as applicable. Notwithstanding the foregoing, the Accounting Expert shall have the power to, and shall, conduct discovery as it reasonably deems necessary in order to interpret and enforce this Section 2.02, and otherwise conduct its review. The Actuarial Arbitrator parties shall comply with all such requests for information from the Accounting Expert. The Accounting Expert shall deliver to Buyer Parent and the Shareholders’ RepresentativeSeries A Holders, as promptly as practicable (but in no event later than thirty (30) calendar days) after it has received all information requested by it from Parent and in any event within ninety (90) days after its appointmentthe Series A Holders, a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement. The Actuarial Arbitrator may select a position other than those selected by Buyer or the Shareholders’ Representative as a resolution for each item of disagreement; provided, that, the Actuarial Arbitrator shall not assign a value to any item greater than the greatest value for such item claimed by either the Shareholders’ Representative or Buyer or less than the smallest value for such item claimed by either the Shareholders’ Representative or Buyer. The Actuarial Arbitrator shall make its determination based solely on presentations and supporting material provided by the parties and not pursuant to any independent review. The determination of the Actuarial Arbitrator Accounting Expert shall be final and bindingbinding in the absence of fraud or manifest computational error. Buyer, Neither Parent nor the Series A Holders shall have any ex parte conversations or meetings with the Accounting Expert (other than conversations or meetings solely involving the submission of a request for documents or information by the Accounting Expert to such party) without the prior consent of the other party (which consent shall not be unreasonably withheld or delayed). (iii) The fees of the Accounting Expert shall be borne by Parent and Holdco (on a joint and several basis) on the one hand, and the SellersSeries A Holders, on the otherother hand, will share equally in such amount(s) as shall be determined by the fees Accounting Expert based on the proportion that the aggregate amount of disputed items submitted to the Accounting Expert that is unsuccessfully disputed by Parent, on the one hand, or the Series A Holders, on the other hand, as determined by the Accounting Expert, bears to the total amount of such disputed items so referred to the Accounting Expert for resolution. (iv) The “Final Merger Consideration” shall be calculated by recalculating the Merger Consideration using the Closing Capital Expenditures, Closing Working Capital, Transaction Costs and expenses Closing TCF, each as finally determined in accordance with this Section 2.02(e). If the Final Merger Consideration is less than the Merger Consideration calculated and paid to the Series A Holders on the Closing Date in accordance with Section 2.02(c) (such difference, plus interest calculated pursuant to Section 2.02(e)(v), the “Deficiency Amount”), then, each Series A Holder shall each pay to Parent, by wire transfer of immediately available funds, its respective portion of the Actuarial ArbitratorDeficiency Amount determined in accordance with the Excess/Deficiency Payout Schedule. If the Final Merger Consideration is greater than the Merger Consideration calculated and paid to the Series A Holders on the Closing Date in accordance with Section 2.02(c) (such difference, plus interest calculated pursuant to Section 2.02(e)(v), the “Excess Amount”), then, Parent and Holdco shall, jointly and severally, pay to each Series A Holder, by wire transfer of immediately available funds, the Excess Amount determined in accordance with the Excess/Deficiency Payout Schedule.