Common use of Disputed Adjustment Amount Clause in Contracts

Disputed Adjustment Amount. The Closing Balance Sheet and Closing Working Capital shall be final, binding and conclusive unless Seller notifies the Buyer Parties in writing of any disagreement therewith (a “Purchase Price Objection Notice”) within thirty (30) days after its receipt thereof. If Seller does not deliver a Purchase Price Objection Notice within such period, then within five (5) Business Days after the expiry of such period the Adjustment Holdback Amount shall be released by the Escrow Agent and any additional amounts paid in the manner set forth in Section 2.5(f). If Seller does deliver a Purchase Price Objection Notice within such period, then for so long as any dispute set forth in a Purchase Price Objection Notice is outstanding and unresolved, the Buyer Parties shall afford Seller and its Representatives with reasonable access during normal business hours to the financial records of Buyer so as to enable their review of the Closing Balance Sheet and Closing Working Capital. Seller and the Buyer Parties shall attempt in good faith to resolve such dispute, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. If Seller and the Buyer Parties are unable to resolve all disputes reflected in the Purchase Price Objection Notice within thirty (30) days thereafter (or such longer period as the Buyer Parties and Seller may mutually agree upon) (the “Purchase Price Resolution Period”), then Seller and the Buyer Parties shall jointly select an independent auditor of recognized national standing (the “Accounting Firm”) to resolve any remaining disagreements. The Buyer Parties and Seller shall use their best efforts to cause the Accounting Firm to make its determination within thirty (30) calendar days of accepting its selection. The determination by the Accounting Firm shall be final, binding and conclusive on the Parties absent fraud. Seller and the Buyer Parties shall deliver to the Accounting Firm all work papers and back-up materials relating to the unresolved disputes requested by the Accounting Firm to the extent available to Seller, the Buyer Parties and their Representatives. Seller and the Buyer Parties shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a representative of both Seller and the Buyer Parties. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm and shall be limited in scope as to whether: (i) the Closing Balance Sheet and Closing Working Capital were prepared in accordance with the CBS Standards and (ii) there were any mathematical errors in the calculation of the Closing Balance Sheet and Closing Working Capital. Within five (5) Business Days after the date of determination of the Accounting Firm (or of any earlier resolution by the Parties of all disputed issues), the Adjustment Holdback Amount shall be released by the Escrow Agent and any additional amounts paid in the manner set forth in Section 2.5(f). The fees and expenses of the Accounting Firm shall be borne by the Buyer Parties and Seller in proportion to the amount of the disputed item with respect to which such Party’s claim was unsuccessful.

Disputed Adjustment Amount. The Closing Balance Sheet and Closing Working Capital shall be final, binding and conclusive unless Seller notifies the Buyer Parties in writing of any disagreement therewith (a “Purchase Price Objection Notice”) within thirty (30) days after its receipt thereof, specifying (i) those items as to which there is disagreement and (ii) a reasonably detailed description of the basis, nature, dollar amount and extent of the dispute or disagreement. If Seller does not deliver a Purchase Price Objection Notice within such period, then within five (5) Business Days after the expiry of such period the Adjustment Holdback Amount shall be released by the Escrow Agent and any additional amounts paid in the manner set forth in Section 2.5(f)2.5(d) . If Seller does deliver a Purchase Price Objection Notice within such period, then for so long as any dispute set forth in a period of thirty (30) days from the date of delivery of the Purchase Price Objection Notice is outstanding and unresolvedNotice, the Buyer Parties shall afford Seller and its Representatives with reasonable access during normal business hours to the financial records of Buyer so as to enable their review of the Closing Balance Sheet and Closing Working Capital. Seller and the Buyer Parties shall attempt in good faith to resolve such dispute, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. If Seller and the Buyer Parties are unable to resolve all disputes reflected in the Purchase Price Objection Notice within thirty (30) days thereafter after the date of delivery of the Purchase Price Objection Notice (or such longer period as the Buyer Parties and Seller may mutually agree upon) (the “Purchase Price Resolution Period”), then Seller and the Buyer Parties shall jointly select an independent auditor of recognized national standing (the “Accounting Firm”) to resolve any remaining disagreements. The Buyer Parties and Seller shall use their best commercially reasonable efforts to cause the Accounting Firm to make its determination within thirty sixty (3060) calendar days of accepting its selection. The determination by the Accounting Firm shall be final, binding and conclusive on the Parties absent fraudand shall not be appealable. Seller and the Buyer Parties shall deliver to the Accounting Firm all work papers and back-up materials relating to the unresolved disputes requested by the Accounting Firm to the extent available to Seller, the Buyer Parties and their Representatives. Seller and the Buyer Parties shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a representative Representative of both Seller and the Buyer Parties. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm and shall be limited in scope as to whether: (i) the Closing Balance Sheet and was prepared in good faith in accordance with GAAP consistent with the Audited Financial Statements, (ii) the Closing Working Capital were was prepared in accordance good faith based on the Closing Balance Sheet in a manner consistent with the CBS Standards Working Capital Schedule and (iiiii) there were any mathematical errors in the calculation of the Closing Balance Sheet and Closing Working Capital. Upon resolution by the Accounting Firm to its satisfaction of all such disputed matters, the Accounting Firm shall cause to be prepared and shall deliver to Seller and the Buyer Parties a final Closing Balance Sheet setting forth the Closing Working Capital as of the Closing Date, and the date of such delivery by the Accounting Firm shall be deemed the date on which the Closing Balance Sheet and Closing Working Capital shall become final, binding and conclusive. Within five (5) Business Days after the date of determination of the Accounting Firm (or of any earlier resolution by the Parties of all disputed issuesClosing Balance Sheet and Closing Working Capital shall become final, binding and conclusive in accordance with this Section 2.5(b), the Adjustment Holdback Amount shall be released by the Escrow Agent and any additional amounts paid in the manner set forth in Section 2.5(f)2.5(d) . The fees and expenses of the Accounting Firm shall be borne by the Buyer Parties and Seller in proportion to the dollar amount of the disputed item items with respect to which such Party’s claim was unsuccessful.

Disputed Adjustment Amount. The Closing Balance Sheet and Closing Working Capital (a) If the Sellers Representative disagrees with the Adjustment Amount, the Sellers Representative shall be final, binding and conclusive unless Seller notifies the notify Buyer Parties of such disagreement in writing specifying in reasonable detail the particulars of any such disagreement therewith (a “Purchase Price Objection Notice”) with reconciliation with the Closing Statement within thirty (30) days after its receipt thereof. If Seller does not deliver a Purchase Price Objection Notice within such period, then within five (5) 30 Business Days after the expiry Sellers Representative’s receipt of the Closing Statement (a Notice of Disagreement). In order to enable the Sellers Representative to review the Closing Statement and determine whether it agrees or disagrees with such period Closing Statement, the Adjustment Holdback Amount Buyer shall be released by procure that all books and records relating to the Escrow Agent and any additional amounts paid Group Companies used in the manner set forth in Section 2.5(f)preparation of the Closing Statement are made available to the Sellers Representative and to its advisors during normal office working hours as the Sellers Representative may reasonably request to the extent such access does not interfere with the normal course of the business. If Seller does deliver the Sellers Representative fails to provide a Purchase Price Objection Notice of Disagreement within such time period, then the Final Consideration as set out in the Closing Statement shall be final and binding on the Parties and the Closing Statement shall be the Final Closing Statement. (b) Buyer and the Sellers Representative shall use their reasonable efforts for so long as any dispute set forth in a Purchase Price Objection Notice is outstanding and unresolved, period of 15 Business Days after the Buyer Parties shall afford Seller and its Representatives with reasonable access during normal business hours to the financial records of Buyer so as to enable their review Sellers Representative’s delivery of the Closing Balance Sheet and Closing Working Capital. Seller and the Buyer Parties shall attempt in good faith to resolve such dispute, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. If Seller and the Buyer Parties are unable to resolve all disputes reflected in the Purchase Price Objection Notice within thirty (30) days thereafter of Disagreement (or such longer period as Buyer and the Buyer Parties and Seller may Sellers Representative shall mutually agree upon) to resolve any disagreements raised by the Sellers Representative with respect to the calculation of the Adjustment Amount. If, at the end of such period, Buyer and the Sellers Representative are unable to resolve such disagreements, Buyer and/or the Sellers Representative can refer the disagreement to the Third Party Expert. The Third Party Expert will consider only those items and amounts that Buyer and the Sellers Representative are unable to resolve (except in the “Purchase Price Resolution Period”case it has been appointed pursuant to Section 3.5.1(b)) and shall comply with the terms and definitions of this Agreement, then Seller including the Accounting Definitions and Principles set forth in Schedule 5. The Buyer shall procure that all books and records relating to the Group Companies are made available to the Third Party Expert during normal office working hours and, more generally, the Buyer and the Sellers shall reasonably assist and cooperate with the Third Party Expert with regard to its mission. The Third Party Expert shall comply with the adversarial principle and shall in particular (x) give the Sellers Representative and the Buyer Parties shall jointly select an independent auditor a reasonable opportunity to provide written and oral submissions to it, (y) require that the Sellers Representative and the Buyer provide to each other a copy of recognized national standing any written submissions at the same time as they are made to the Third Party Expert, and (z) allow the “Accounting Firm”) Sellers Representative and the Buyer to resolve any remaining disagreements. The Buyer Parties and Seller shall use their best efforts to cause the Accounting Firm to make its determination within thirty (30) calendar days of accepting its selectionbe present while oral submissions are being made by other. The determination by the Accounting Firm such Third Party Expert shall be final, binding and conclusive on the Parties absent fraudsave in the event of a manifest error. Seller Buyer and the Buyer Parties Sellers Representative shall deliver use their reasonable efforts to cause the Accounting Firm all work papers and back-up materials relating Third Party Expert to the unresolved disputes requested by the Accounting Firm to the extent available to Seller, the Buyer Parties and their Representatives. Seller and the Buyer Parties shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a representative of both Seller and the Buyer Parties. The make its determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm and shall be limited in scope as to whether: (i) the Closing Balance Sheet and Closing Working Capital were prepared in accordance with the CBS Standards and (ii) there were any mathematical errors in the calculation of the Closing Balance Sheet and Closing Working Capital. Within five (5) within 30 Business Days after the date of determination of the Accounting Firm (or of any earlier resolution by the Parties of all disputed issues), the Adjustment Holdback Amount shall be released by the Escrow Agent and any additional amounts paid in the manner set forth in Section 2.5(f)accepting its selection. The fees and expenses of the Accounting Firm Third Party Expert shall be borne equally by Buyer and the Sellers (except in the case it has been appointed pursuant to Section 3.5.1(b), in which case, its fees and expenses shall be borne in full by the Buyer Parties and Seller Buyer). (c) Any determination under paragraph (b) above shall be deemed to be incorporated into the Closing Statement and, as adjusted by the alteration so determined (if any), shall constitute the Final Closing Statement for the purposes hereof. |EU-DOCS\31822603.17|| (d) The Third Party Expert shall act as independent appraiser in proportion to accordance with the amount provisions of Clause 1592 of the disputed item with respect to which such Party’s claim was unsuccessfulFrench Civil Code.

Disputed Adjustment Amount. The Closing Balance Sheet Net Asset Value Statement and Closing Working Capital Net Asset Value shall be final, binding and conclusive unless Seller notifies the Buyer Parties in writing of any disagreement therewith (a “Purchase Price Objection Notice”) within thirty ten (3010) days after its receipt thereof, specifying (i) those items as to which there is disagreement and (ii) a reasonably detailed description of the basis, nature, dollar amount and extent of the dispute or disagreement. If Seller does not deliver a Purchase Price Objection Notice within such period, then within five (5) Business Days after the expiry of such period the Adjustment Holdback Amount shall be released by the Escrow Agent and any additional amounts paid in the manner set forth in Section 2.5(f)2.5(e) . If Seller does deliver a Purchase Price Objection Notice within such period, then for so long as any dispute set forth in a period of thirty (30) days from the date of delivery of the Purchase Price Objection Notice is outstanding and unresolvedNotice, the Buyer Parties shall afford Seller and its Representatives with reasonable access during normal business hours to the financial records of Buyer so as to enable their review of the Closing Balance Sheet Net Asset Value Statement and Closing Working CapitalNet Asset Value. Seller and the Buyer Parties shall attempt in good faith to resolve such dispute, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. If Seller and the Buyer Parties are unable to resolve all disputes reflected in the Purchase Price Objection Notice within thirty (30) days thereafter after the date of delivery of the Purchase Price Objection Notice (or such longer period as the Buyer Parties and Seller may mutually agree upon) (the “Purchase Price Resolution Period”), then Seller and the Buyer Parties shall jointly select an independent auditor of recognized national standing (the “Accounting Firm”) to resolve any remaining disagreements. The Buyer Parties and Seller shall use their reasonable best efforts to cause the Accounting Firm to make its determination within thirty sixty (3060) calendar days of accepting its selection. The determination by the Accounting Firm shall be final, binding and conclusive on the Parties absent fraudand shall not be appealable. Seller and the Buyer Parties shall deliver to the Accounting Firm all work papers and back-up materials relating to the unresolved disputes requested by the Accounting Firm to the extent available to Seller, the Buyer Parties and their Representatives. Seller and the Buyer Parties shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a representative Representative of both Seller and the Buyer PartiesBuyer. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm and shall be limited in scope as to whether: (i) the Closing Balance Sheet Net Asset Value Statement and Closing Working Capital Net Asset Value were prepared in accordance with the CBS Accounting Standards and (ii) there were any mathematical errors in the calculation of the Closing Balance Sheet Net Asset Value Statement and Closing Working CapitalNet Asset Value. Upon resolution by the Accounting Firm to its satisfaction of all such disputed matters, the Accounting Firm shall cause to be prepared and shall deliver to Seller and Buyer a final Closing Net Asset Value Statement setting forth the Closing Net Asset Value as of the Closing Date, and the date of such delivery by the Accounting Firm shall be deemed the date on which the Closing Net Asset Value Statement and Closing Net Asset Value shall become final, binding and conclusive. Within five (5) Business Days after the date of determination of the Accounting Firm (or of any earlier resolution by the Parties of all disputed issuesClosing Net Asset Value Statement and Closing Net Asset Value shall become final, binding and conclusive in accordance with this Section 2.5(c), the Adjustment Holdback Amount shall be released by the Escrow Agent and any additional amounts paid in the manner set forth in Section 2.5(f)2.5(e) . The fees and expenses of the Accounting Firm shall be borne by the Buyer Parties and Seller in proportion to the amount of the disputed item with respect to which such Party’s claim was unsuccessful.

Disputed Adjustment Amount. The Seller will have thirty (30) days after receipt of the Closing Balance Sheet and Closing Working Capital shall be final, binding the Adjustment Amount to review and conclusive unless Seller notifies deliver a written notice of objection (the Buyer Parties in writing of any disagreement therewith (a “Purchase Price Objection Notice”) to Buyer. The Objection Notice shall state each item to which Seller takes exception. The Objection Notice shall specify in reasonable detail the nature and amount of any such exception. In connection with such review, the Seller will have the right to review the methods used in the preparation of the Closing Balance Sheet and the Adjustment Amount, and to confer with Buyer. If Seller does not provide an Objection Notice to Buyer within thirty (30) days after its receipt thereof. If Seller does not deliver a Purchase Price Objection Notice within such period, then within five (5) Business Days after the expiry of such period the Adjustment Holdback Amount shall be released by the Escrow Agent and any additional amounts paid in the manner set forth in Section 2.5(f). If Seller does deliver a Purchase Price Objection Notice within such period, then for so long as any dispute set forth in a Purchase Price Objection Notice is outstanding and unresolved, the Buyer Parties shall afford Seller and its Representatives with reasonable access during normal business hours to the financial records of Buyer so as to enable their review of the Closing Balance Sheet and Closing Working Capital. the Adjustment Amount, Seller will be deemed to have accepted and the Buyer Parties shall attempt in good faith agreed to resolve such dispute, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. If Seller and the Buyer Parties are unable to resolve all disputes reflected in the Purchase Price Objection Notice within thirty (30) days thereafter (or such longer period as the Buyer Parties and Seller may mutually agree upon) (the “Purchase Price Resolution Period”), then Seller and the Buyer Parties shall jointly select an independent auditor of recognized national standing (the “Accounting Firm”) to resolve any remaining disagreements. The Buyer Parties and Seller shall use their best efforts to cause the Accounting Firm to make its determination within thirty (30) calendar days of accepting its selection. The determination by the Accounting Firm shall be final, binding and conclusive on the Parties absent fraud. Seller and the Buyer Parties shall deliver to the Accounting Firm all work papers and back-up materials relating to the unresolved disputes requested by the Accounting Firm to the extent available to Seller, the Buyer Parties and their Representatives. Seller and the Buyer Parties shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a representative of both Seller and the Buyer Parties. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm and shall be limited in scope as to whether: (i) the Closing Balance Sheet and Closing Working Capital were prepared the Adjustment Amount, and the deficiency or surplus, as the case may be, shall immediately be paid to the appropriate party in accordance with Section 2.5(b) hereof. If Seller delivers an Objection Notice to Buyer within such time period, then within ten (10) days after the CBS Standards Objection Notice is received by Buyer, the Buyer and the Seller shall (i) meet to consider such objections and may agree to revise the Adjustment Amount, in which case the amount so agreed will be binding on the Buyer and the Seller, and the deficiency or surplus, as the case may be, shall immediately be paid to the appropriate party in accordance with Section 2.5(b) hereof, or (ii) there were any mathematical errors in specify that an independent firm of public accountants of nationally recognized standing mutually selected by the calculation of Seller and the Buyer, it being agreed that Ernst & Young LLP is mutually acceptable (the “Independent Accountant”), will review the Closing Balance Sheet and Closing Working Capital. Within five the Adjustment Amount and the Objection Notice and report to the Seller and the Buyer the Independent Accountant’s determination of the Adjustment Amount (5using the methodologies agreed to herein), which determination will be made within sixty (60) Business Days days after the date of determination of that the Accounting Firm (or of any earlier resolution by Independent Accountant receives the Parties of all disputed issues)Closing Balance Sheet, the Adjustment Holdback Amount shall be released and the Objection Notice. Such determination by the Escrow Agent Independent Accountant will be final and any additional amounts binding on the Buyer and the Seller. Once the final determination has been made by the Independent Accountant, the deficiency or surplus, as the case may be, shall immediately be paid to the appropriate party in accordance with Section 2.5(b) hereof. All of the manner set forth in Section 2.5(f). The fees and expenses of the Accounting Firm Independent Accountant, if any, shall be borne paid equally by the Buyer Parties Buyer, on the one hand, and Seller in proportion to the amount of Seller, on the disputed item with respect to which such Party’s claim was unsuccessfulother hand.

Disputed Adjustment Amount. The Closing Balance Sheet and Closing Working Capital Buyers shall be final, binding and conclusive unless Seller notifies the Buyer Parties in writing of any disagreement therewith (a “Purchase Price Objection Notice”) within thirty (30) have 15 days after its receipt thereof. If Seller does not deliver a Purchase Price Objection Notice within such period, then within five (5) Business Days after the expiry of such period the Adjustment Holdback Amount shall be released by the Escrow Agent and any additional amounts paid in the manner set forth in Section 2.5(f). If Seller does deliver a Purchase Price Objection Notice within such period, then for so long as any dispute set forth in a Purchase Price Objection Notice is outstanding and unresolved, the Buyer Parties shall afford Seller and its Representatives with reasonable access during normal business hours to the financial records of Buyer so as to enable their review of the Closing Balance Sheet and the calculation of the Adjustment Amount (hereinafter, the "Dispute Period") to examine the Closing Working CapitalBalance Sheet and calculation of the Adjustment Amount and to determine if they propose any adjustments to amounts set forth therein, and Buyers shall provide a written notice to Sellers (a "Dispute Notice") within the Dispute Period setting forth such proposed adjustments (if any). Seller For a period of 30 days after delivery of the Dispute Notice, Buyers and the Buyer Parties Sellers shall meet and attempt in good faith to resolve such dispute, proposed adjustments and any resolution by them as to any disputed amounts upon reaching agreement shall be final, binding set forth such agreement in writing and conclusiveprepare a final Closing Balance Sheet and final calculation of the Adjustment Amount. If Seller In the event that Sellers and the Buyer Parties Buyers are unable to resolve all disputes reflected in any such Dispute within the Purchase Price Objection Notice within thirty (30) days thereafter -day period (or such longer period as the Buyer Parties and Seller may mutually agree upon) (the “Purchase Price Resolution Period”agree), then Seller and within 10 days the Buyer Parties shall jointly select an independent auditor of recognized national standing (the “Accounting Firm”) to resolve settle any remaining disagreementsdispute (which the Parties initially agree will be Ernst & Young, if Ernst & Young will accept such appointment). The Buyer independent auditor shall consider only those disputed items and amounts set forth in the Dispute Notice and unresolved by the Parties. The independent auditor's determination with respect to any dispute shall be the exclusive method for the resolution of such dispute, shall be final and binding upon the parties hereto and may be enforced by any court of competent jurisdiction. The Parties and Seller shall use their best reasonable efforts to cause the Accounting Firm independent auditor to make its determination within thirty (30) calendar 30 days of accepting its selection. The determination by the Accounting Firm shall be final, binding and conclusive on the Parties absent fraud. Seller and the Buyer Parties shall deliver to the Accounting Firm all work papers and back-up materials relating to the unresolved disputes requested by the Accounting Firm to the extent available to Seller, the Buyer Parties and their Representatives. Seller and the Buyer Parties shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a representative of both Seller and the Buyer Parties. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm and shall be limited in scope as to whether: (i) the Closing Balance Sheet and Closing Working Capital were prepared in accordance with the CBS Standards and (ii) there were any mathematical errors in the calculation of the Closing Balance Sheet and Closing Working Capital. Within five (5) Business Days after the date of determination of the Accounting Firm (or of any earlier resolution by the Parties of all disputed issues), the Adjustment Holdback Amount shall be released by the Escrow Agent and any additional amounts paid in the manner set forth in Section 2.5(f). The fees and expenses of the Accounting Firm shall be borne by the Buyer Parties and Seller in proportion to the amount of the disputed item with respect to which such Party’s claim was unsuccessful.

Disputed Adjustment Amount. The If the Adjustment Amounts calculated by Seller from the Closing Balance sheet indicates a larger down payment should have been paid at Closing, Buyer shall remit any additional down payment to Seller, unless Buyer disagrees with Seller's calculations. If Buyer shall disagree with the Adjustment Amounts after receiving the Closing Balance Sheet and Seller's calculation of the Adjustment Amounts, it shall notify Seller of such disagreement in writing specifying in detail the particulars of such disagreement within ten (10) days after Buyer's receipt of the Closing Working Capital Balance Sheet. Buyer and Seller shall use their best efforts for a period of ten (10) calendar days after Buyer's delivery of the notice contemplated by the preceding sentence (or such longer period as Buyer and Seller shall mutually agree upon) to resolve any disagreements raised by Buyer with respect to the calculation of the Adjustment Amounts. If, at the end of such period, Buyer and Seller are unable to resolve such disagreements, Ernst & Young LLP and Xxxxxx Xxxxxxxx LLP, independent auditors of Seller and Buyer, respectively, shall jointly select a third independent auditor of recognized national standing to resolve any remaining disagreements. The determination by such third independent auditor shall be final, binding and conclusive unless Seller notifies on the parties. Buyer Parties in writing of any disagreement therewith (a “Purchase Price Objection Notice”) within thirty (30) days after its receipt thereof. If Seller does not deliver a Purchase Price Objection Notice within such period, then within five (5) Business Days after the expiry of such period the Adjustment Holdback Amount shall be released by the Escrow Agent and any additional amounts paid in the manner set forth in Section 2.5(f). If Seller does deliver a Purchase Price Objection Notice within such period, then for so long as any dispute set forth in a Purchase Price Objection Notice is outstanding and unresolved, the Buyer Parties shall afford Seller and its Representatives with reasonable access during normal business hours to the financial records of Buyer so as to enable their review of the Closing Balance Sheet and Closing Working Capital. Seller and the Buyer Parties shall attempt in good faith to resolve such dispute, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. If Seller and the Buyer Parties are unable to resolve all disputes reflected in the Purchase Price Objection Notice within thirty (30) days thereafter (or such longer period as the Buyer Parties and Seller may mutually agree upon) (the “Purchase Price Resolution Period”), then Seller and the Buyer Parties shall jointly select an independent auditor of recognized national standing (the “Accounting Firm”) to resolve any remaining disagreements. The Buyer Parties and Seller shall use their best efforts to cause the Accounting Firm such third independent auditor to make its determination within thirty (30) calendar days of accepting its selection. The determination by the Accounting Firm fees and expenses of such third independent auditor shall be final, binding borne by Buyer and conclusive on the Parties absent fraudSeller equally. Buyer and Seller and the Buyer Parties shall deliver to the Accounting Firm all work papers and back-up materials relating to the unresolved disputes requested by the Accounting Firm to the extent available to Seller, the Buyer Parties and their Representatives. Seller and the Buyer Parties shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a representative of both Seller and the Buyer Parties. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm and shall be limited in scope as to whether: (i) use the Closing Balance Sheet and Closing Working Capital were prepared in accordance with the CBS Standards and as determined pursuant to this paragraph (iib) there were any mathematical errors in the calculation of the Closing Balance Sheet and Closing Working Capital. Within five (5) Business Days after the date of determination of the Accounting Firm (or of any earlier resolution by the Parties of all disputed issues), to reconcile the Adjustment Holdback Amount shall be released by Amounts as appropriate to reflect differences between the Escrow Agent unaudited and any additional amounts paid in the manner set forth in Section 2.5(f). The fees and expenses of the Accounting Firm shall be borne by the Buyer Parties and Seller in proportion to the amount of the disputed item with respect to which such Party’s claim was unsuccessfulaudited June 30, 2000 balance sheets.

Disputed Adjustment Amount. The Seller will have thirty (30) days after receipt of the Closing Balance Sheet and Closing Working Capital the Adjustment Amount to review and deliver a written notice of objection (the "Objection Notice") to Buyer. The Objection Notice shall be final, binding state each item to which Seller takes exception. The Objection Notice shall specify in reasonable detail the nature and conclusive unless Seller notifies the Buyer Parties in writing amount of any disagreement therewith (a “Purchase Price such exception. In connection with such review, the Seller will have the right to review the methods used in the preparation of the Closing Balance Sheet and the Adjustment Amount, and to confer with Buyer. If Seller does not provide an Objection Notice”) Notice to Buyer within thirty (30) days after its receipt thereof. If Seller does not deliver a Purchase Price Objection Notice within such period, then within five (5) Business Days after the expiry of such period the Adjustment Holdback Amount shall be released by the Escrow Agent and any additional amounts paid in the manner set forth in Section 2.5(f). If Seller does deliver a Purchase Price Objection Notice within such period, then for so long as any dispute set forth in a Purchase Price Objection Notice is outstanding and unresolved, the Buyer Parties shall afford Seller and its Representatives with reasonable access during normal business hours to the financial records of Buyer so as to enable their review of the Closing Balance Sheet and Closing Working Capital. the Adjustment Amount, Seller will be deemed to have accepted and the Buyer Parties shall attempt in good faith agreed to resolve such dispute, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. If Seller and the Buyer Parties are unable to resolve all disputes reflected in the Purchase Price Objection Notice within thirty (30) days thereafter (or such longer period as the Buyer Parties and Seller may mutually agree upon) (the “Purchase Price Resolution Period”), then Seller and the Buyer Parties shall jointly select an independent auditor of recognized national standing (the “Accounting Firm”) to resolve any remaining disagreements. The Buyer Parties and Seller shall use their best efforts to cause the Accounting Firm to make its determination within thirty (30) calendar days of accepting its selection. The determination by the Accounting Firm shall be final, binding and conclusive on the Parties absent fraud. Seller and the Buyer Parties shall deliver to the Accounting Firm all work papers and back-up materials relating to the unresolved disputes requested by the Accounting Firm to the extent available to Seller, the Buyer Parties and their Representatives. Seller and the Buyer Parties shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a representative of both Seller and the Buyer Parties. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm and shall be limited in scope as to whether: (i) the Closing Balance Sheet and Closing Working Capital were prepared the Adjustment Amount, and the deficiency or surplus, as the case may be, shall immediately be paid to the appropriate party in accordance with Section 2.5(b) hereof. If Seller delivers an Objection Notice to Buyer within such time period, then within ten (10) days after the CBS Standards Objection Notice is received by Buyer, the Buyer and the Seller shall (i) meet to consider such objections and may agree to revise the Adjustment Amount, in which case the amount so agreed will be binding on the Buyer and the Seller, and the deficiency or surplus, as the case may be, shall immediately be paid to the appropriate party in accordance with Section 2.5(b) hereof, or (ii) there were any mathematical errors in specify that an independent firm of public accountants of nationally recognized standing mutually selected by the calculation of Seller and the Buyer, it being agreed that Ernst & Young LLP is mutually acceptable (the "Independent Accountant"), will review the Closing Balance Sheet and Closing Working Capital. Within five the Adjustment Amount and the Objection Notice and report to the Seller and the Buyer the Independent Accountant's determination of the Adjustment Amount (5using the methodologies agreed to herein), which determination will be made within sixty (60) Business Days days after the date of determination of that the Accounting Firm (or of any earlier resolution by Independent Accountant receives the Parties of all disputed issues)Closing Balance Sheet, the Adjustment Holdback Amount shall be released and the Objection Notice. Such determination by the Escrow Agent Independent Accountant will be final and any additional amounts binding on the Buyer and the Seller. Once the final determination has been made by the Independent Accountant, the deficiency or surplus, as the case may be, shall immediately be paid to the appropriate party in accordance with Section 2.5(b) hereof. All of the manner set forth in Section 2.5(f). The fees and expenses of the Accounting Firm Independent Accountant, if any, shall be borne paid equally by the Buyer Parties Buyer, on the one hand, and Seller in proportion to the amount of Seller, on the disputed item with respect to which such Party’s claim was unsuccessfulother hand.

Disputed Adjustment Amount. The Seller shall have fifteen (15) days from the date that Parent delivers the Final Closing Balance Sheet and Statement (the “Closing Working Capital shall be final, binding and conclusive unless Seller notifies the Buyer Parties in writing of any disagreement therewith (a “Purchase Price Objection NoticeDispute Period”) within thirty (30) days after its receipt thereof. If to notify Parent, in writing, as to whether Seller does not deliver a Purchase Price Objection Notice within such period, then within five (5) Business Days after disagrees with the expiry of such period the Adjustment Holdback Amount shall be released by the Escrow Agent and any additional amounts paid in the manner calculations set forth in Section 2.5(f). If Seller does deliver the Final Closing Statement (such notice, a Purchase Price Objection Notice within such period, then for so long as any dispute set forth in a Purchase Price Objection Notice is outstanding and unresolved, the Buyer Parties shall afford Seller and its Representatives with reasonable access during normal business hours to the financial records of Buyer so as to enable their review of the “Closing Balance Sheet and Closing Working Capital. Seller and the Buyer Parties shall attempt in good faith to resolve such dispute, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. If Seller and the Buyer Parties are unable to resolve all disputes reflected in the Purchase Price Objection Notice within thirty (30) days thereafter (or such longer period as the Buyer Parties and Seller may mutually agree upon) (the “Purchase Price Resolution PeriodDispute Notice”), then Seller and the Buyer Parties shall jointly select an independent auditor of recognized national standing (the “Accounting Firm”) to resolve any remaining disagreements. The Buyer Parties and Seller shall use their best efforts to cause the Accounting Firm to make its determination within thirty (30) calendar days of accepting its selection. The determination by the Accounting Firm shall be final, binding and conclusive on the Parties absent fraud. Seller and the Buyer Parties shall deliver to the Accounting Firm all work papers and back-up materials relating to the unresolved disputes requested by the Accounting Firm to the extent available to Seller, the Buyer Parties and their Representatives. Seller and the Buyer Parties shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a representative of both Seller and the Buyer Parties. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm and shall be limited in scope as to whether: Closing Dispute Notice may only include objections based on (i) the failure of the Final Closing Balance Sheet and Closing Working Capital were prepared in accordance Statement to comply with the CBS Standards and Exhibit C hereto and/or (ii) there were any mathematical errors in the computations in the Final Closing Statement. During the Closing Dispute Period, Seller and its accountants shall be permitted to review (during regular business hours and upon reasonable prior notice) the working papers of Parent and Buyer and (where applicable and subject to Seller and its accountants entering into any undertakings required by Parent or Buyer’s accountants) Parent’s and Buyer’s accountants relating to the matters set forth in the Final Closing Statement. If Seller fails to deliver a Closing Dispute Notice in accordance with this Agreement during the applicable Closing Dispute Period, then (A) the Closing Date Balance Sheet as delivered by Parent shall be deemed to have been correctly prepared, and (B) Parent’s calculation of the Closing Balance Sheet and Closing Working Capital. Within five (5) Business Days after the date of determination of the Accounting Firm (or of any earlier resolution by the Parties of all disputed issues), the Adjustment Holdback Amount shall be released by the Escrow Agent and any additional amounts paid in the manner items set forth in Section 2.5(f). The fees the Final Closing Statement shall be deemed to be final and expenses correct and shall be binding upon all of the Accounting Firm parties hereto. Any matter not specifically referenced in the Closing Dispute Notice shall be borne conclusively deemed to have been agreed upon by the Buyer Parties and Seller in proportion to the amount of the disputed item with respect to which such Party’s claim was unsuccessfulparties.