Common use of Disputes; Final Closing Statement Clause in Contracts

Disputes; Final Closing Statement. (i) Seller and Purchaser will attempt to resolve in good faith the disputes raised in any Disputes Notice. Any such dispute which cannot be resolved by them within 30 days after receipt of a Disputes Notice may, at the written request of either party (“Disputes Referral”), be referred to any impartial and independent, nationally or regionally recognized, certified independent public accounting firm mutually agreed upon by Seller and Purchaser (the “Disputes Auditor”) for decision, which decision on such dispute will be final and binding on both parties. If Seller and Purchaser cannot agree within 20 business days after a Disputes Referral on the identity of the Disputes Auditor, either party may require both parties to cause their respective independent public accountants to solicit such a firm to be the Disputes Auditor. The parties will use commercially reasonable efforts to cause the Disputes Auditor to render its decision within 45 days after the Disputes Referral. (ii) The Disputes Auditor shall establish procedures giving due regard to the intention of the parties to resolve disputes as accurately, efficiently and inexpensively as possible. The Disputes Auditor will in all cases use the Accounting Principles in resolving any dispute and will resolve only the specific disputes raised in the Disputes Notice. No party will disclose to the Disputes Auditor, and the Disputes Auditor will not consider for any purpose, any settlement offer made by any party. The parties will, as promptly as practicable, submit evidence in accordance with the procedures agreed upon or established by the Disputes Auditor. (iii) The fees, costs and expenses of the Disputes Auditor shall be borne by Purchaser, on the one hand, and Seller on the other hand, based upon the percentage which the portion of the disputed amount not awarded to each party bears to the amount actually disputed by such party. For example, if Purchaser claims the Final Purchase Price is $1,000 less than the amount determined by Seller, and Seller contests only $500 of the amount claimed by Purchaser, and if the Disputes Auditor ultimately resolves the dispute by awarding Purchaser $300 of the $500 contested, then the costs and expenses of the Auditor will be allocated 60 percent (i.e., 300 ÷ 500) to Seller and 40 percent (i.e., 200 ÷ 500) to Purchaser. (iv) The Post-Closing Statement, as adjusted pursuant to any agreement between the parties or pursuant to the decision of the Disputes Auditor, is herein referred to as the “Final Closing Statement”. The Final Closing Statement will become final and binding on the parties (i) if no Disputes Notice has been given within the Notice Period, upon the expiration of the Notice Period, or (ii) if a Disputes Notice has been given within the Notice Period, upon the resolution of all disputes set forth in the Disputes Notice by written agreement between Seller and Purchaser or the written decision of the Disputes Auditor.

Disputes; Final Closing Statement. (ia) Seller and Purchaser will attempt At the request of the Buyer or the Seller, any dispute between the parties relating to resolve in good faith the disputes raised in any Disputes Notice. Any such dispute Preliminary Closing Statement which cannot be resolved by them in good faith within 30 thirty (30) days after receipt of a Disputes the Dispute Notice may, at by the written request of either party (“Disputes Referral”), Buyer shall be referred to any impartial and independentthe New York City, nationally or regionally recognized, certified independent public accounting firm mutually agreed upon by Seller and Purchaser New York office of KPMG LLP (the “Disputes Auditor”) for decision, which decision on such dispute will be final and binding on both parties. If Seller and Purchaser cannot agree within 20 business days after a Disputes Referral on the identity of the Disputes Auditor, either party may require both parties to cause their respective independent public accountants to solicit such a firm to be the Disputes Auditor). The parties will use commercially reasonable efforts to cause agree that they shall require the Disputes Auditor to render its decision with respect to the matters raised in the Dispute Notice within 45 thirty (30) days after referral of the dispute to the Disputes Auditor for decision pursuant hereto. The Disputes Auditor’s decision shall be set forth in a written statement delivered to the Buyer and the Seller, and shall be final, conclusive and binding upon all parties, and shall constitute an arbitral award upon which a judgment may be entered by any court of competent jurisdiction. (b) Before referring a matter to the Disputes Auditor, the Buyer and the Seller shall agree on procedures to be followed by the Disputes Auditor (including reasonable and appropriate procedures for presentation of evidence). If the Buyer and the Seller are unable to agree upon procedures before the end of thirty (30) days after the Disputes Referral. (ii) The Buyer’s receipt of the Dispute Notice, the Disputes Auditor shall establish procedures giving due regard to the intention of the parties Buyer and the Seller to resolve disputes the dispute(s) within thirty (30) days, and as accurately, efficiently and inexpensively as possible. The ; the Disputes Auditor’s procedures may be, but need not be, those proposed by either the Buyer or the Seller; provided, however, that the Disputes Auditor will shall act as an expert, and not as an arbitrator, to determine, based solely on presentations and materials submitted by the Buyer and the Seller, and not by independent review, only those issues in dispute between the parties regarding the Preliminary Closing Statement and the Disputes Auditor shall in all cases use the Accounting Principles in resolving any dispute and will resolve only the specific disputes raised in the Disputes Noticedispute. No party will disclose to the Disputes Auditor, The Buyer and the Disputes Auditor will not consider for any purpose, any settlement offer made by any party. The parties willSeller shall, as promptly as practicable, submit evidence in accordance with the procedures agreed upon or established by the Disputes Auditor. (iii) , and the Disputes Auditor shall decide the dispute in accordance therewith as promptly as practicable. The fees, costs and expenses of the Disputes Auditor shall be borne the Seller in the proportion that the aggregate dollar amount of such disputed items so submitted that are successfully disputed by Purchaser, on the one hand, and Seller on (as finally determined by the other hand, based upon the percentage which the portion of the disputed amount not awarded to each party Disputes Auditor) bears to the aggregate dollar amount actually of such items so submitted and shall be borne by the Buyer in the proportion that the aggregate dollar amount of such disputed items so submitted that are successfully disputed by such party. For example, if Purchaser claims the Final Purchase Price is $1,000 less than the amount Buyer (as finally determined by Sellerthe Disputes Auditor) bears to the aggregate dollar amount of such items so submitted. (c) The Preliminary Closing Statement shall become final and binding on the parties upon the earliest of (i) if no Dispute Notice has been given as to a particular matter, and Seller contests only $500 then with respect to each such matter, the expiration of the amount claimed period within which the Seller may notify the Buyer of any objections to the Preliminary Closing Statement pursuant to Section 2.6, (ii) agreement by Purchaserthe Seller and the Buyer that such Preliminary Closing Statement, together with any modifications thereto agreed by the Seller and if the Buyer, shall be final and binding and (iii) the date on which the Disputes Auditor ultimately resolves shall issue its decision with respect to any matter in dispute relating to the dispute by awarding Purchaser $300 of the $500 contested, then the costs and expenses of the Auditor will be allocated 60 percent (i.e., 300 ÷ 500) to Seller and 40 percent (i.e., 200 ÷ 500) to Purchaser. (iv) The Post-Preliminary Closing Statement, as adjusted pursuant to any agreement between the parties or pursuant to the decision of the Disputes Auditor. The Preliminary Closing Statement when final and binding on both parties, is herein referred to as the “Final Closing Statement”. The Final Closing Statement will become final and binding on the parties (i) if no Disputes Notice has been given within the Notice Period, upon the expiration of the Notice Period, or (ii) if a Disputes Notice has been given within the Notice Period, upon the resolution of all disputes set forth in the Disputes Notice by written agreement between Seller and Purchaser or the written decision of the Disputes Auditor.

Disputes; Final Closing Statement. (ia) Seller and Purchaser will attempt At the request of either party, any dispute between the parties relating to resolve in good faith the disputes raised in any Disputes Notice. Any such dispute Preliminary Closing Statement which cannot be resolved by them within 30 thirty (30) days after receipt of a Disputes Notice may, at the written request notice of either party (“Disputes Referral”), any objections to such Preliminary Closing Statement pursuant to Section 2.6 shall be referred to any impartial and independent, nationally or regionally recognized, certified independent public accounting firm mutually agreed upon by Seller and Purchaser (the “Disputes Auditor”) Auditor for decision, which decision on such dispute will shall be final and binding on both parties. If Seller and Purchaser cannot agree within 20 business days after a Disputes Referral on the identity of the Disputes Auditor, either party may require both parties to cause their respective independent public accountants to solicit such a firm to be the Disputes Auditor. The parties agree that they will use commercially reasonable efforts to cause require the Disputes Auditor to render its decision within 45 with thirty (30) days after referral of the dispute to the Disputes ReferralAuditor for decision pursuant hereto. (iib) The Before referring a matter to the Disputes Auditor, the parties shall agree on procedures to be followed by the Disputes Auditor (including procedures for presentation of evidence). If the parties are unable to agree upon procedures before the end of thirty (30) days after receipt of notice of any objections pursuant to Section 2.6, the Disputes Auditor shall establish procedures giving due regard to the intention of the parties to resolve disputes as accuratelyquickly, efficiently and inexpensively as possible. The Disputes Auditor will in all cases use the Accounting Principles in resolving any dispute and will resolve only the specific disputes raised in the Disputes Notice. No party will disclose to the Disputes Auditor's procedures may be, and the Disputes Auditor will but need not consider for any purposebe, any settlement offer made those proposed by any either party. The parties willshall, as promptly as practicable, submit evidence in accordance with the procedures agreed upon or established by the Disputes Auditor. (iii) , and the Disputes Auditor shall decide the dispute in accordance therewith as promptly as practicable. The fees, costs and expenses fee of the Disputes Auditor for, and relating to, the making of any such decision shall be borne by Purchaser, the parties equally. Each Party shall bear its own costs and expenses incurred by it in connection with any such dispute. (c) The Preliminary Closing Statements shall become final and binding on the one hand, and Seller on the other hand, based both parties upon the percentage which earliest of (i) if no such notice has been given, the portion expiration of the disputed amount not awarded period within which Buyer may notify Seller of any objections thereto pursuant to each party bears to Section 2.6, (ii) agreement by Seller and Buyer that such Preliminary Closing Statement, together with any modifications thereto agreed by Seller and Buyer, shall be final and binding and (iii) the amount actually disputed by such party. For example, if Purchaser claims the Final Purchase Price is $1,000 less than the amount determined by Seller, and Seller contests only $500 of the amount claimed by Purchaser, and if date on which the Disputes Auditor ultimately resolves the shall issue its decision with respect to any dispute by awarding Purchaser $300 of the $500 contested, then the costs and expenses of the Auditor will be allocated 60 percent (i.e., 300 ÷ 500) relating to Seller and 40 percent (i.e., 200 ÷ 500) to Purchaser. (iv) such Preliminary Closing Statement. The Post-Preliminary Closing Statement, as adjusted pursuant to any agreement between the parties or pursuant to the decision of the DISPUTES AUDITOR, WHEN FINAL AND BINDING ON BOTH PARTIES, IS HEREIN REFERRED TO AS THE "FINAL CLOSING STATEMENT". (d) The Disputes AuditorAuditor shall be composed of three independent certified public accountants, is herein referred to as the “Final Closing Statement”. The Final Closing Statement will become final and binding on the parties (i) if no Disputes Notice has been given within the Notice Period, upon the expiration of the Notice Period, or (ii) if a Disputes Notice has been given within the Notice Period, upon the resolution of all disputes set forth in the Disputes Notice one selected by written agreement between Seller and Purchaser or one selected by Buyer and the written decision of third selected by the Disputes Auditoraccountants selected by the parties.

Disputes; Final Closing Statement. (iA) Buyer and Seller and Purchaser will attempt shall use reasonable efforts to resolve in good faith any objections on the disputes raised in Preliminary Closing Statement. At the request of Buyer or Seller, any Disputes Notice. Any such dispute between Buyer and Seller relating to objections made to the Preliminary Closing Statement which cannot be resolved by them within 30 thirty (30) days after receipt notice of a Disputes Notice may, at the written request of either party (“Disputes Referral”), any objections to such Preliminary Closing Statement pursuant to Section 1.2 shall be referred to any impartial and independentthe Boston, nationally or regionally recognized, certified independent public accounting firm mutually agreed upon by Seller and Purchaser Massachusetts office of PricewaterhouseCoopers LLP (the “"Disputes Auditor”") for decision, ---------------- which decision on such dispute will shall be final and binding on both partiesall Parties, absent fraud or manifest error. If Buyer and Seller and Purchaser cannot agree within 20 business days after a Disputes Referral on the identity of the Disputes Auditor, either party may that they will require both parties to cause their respective independent public accountants to solicit such a firm to be the Disputes Auditor. The parties will use commercially reasonable efforts to cause the Disputes Auditor to render its decision within 45 thirty (30) days after referral of the dispute to the Disputes Referral. Auditor for decision hereunder. Before referring a matter to the Disputes Auditor, Buyer and Seller shall agree on procedures to be followed by the Disputes Auditor (iiincluding procedures for presentation of evidence). If Buyer and Seller are unable to agree upon procedures before the end of thirty (30) The days after notice of any objections pursuant to Section 1.2, the Disputes Auditor shall establish procedures giving due regard to the provisions of this Agreement and the intention of the parties Buyer and Seller to resolve disputes as accuratelyquickly, efficiently and inexpensively as possible. The Disputes Auditor will in all cases use the Accounting Principles in Auditor's procedures may be, but need not be, those proposed by either Buyer or Seller. In resolving any dispute and will resolve only the specific disputes raised in the Disputes Notice. No party will disclose to the Disputes Auditorobjection, and the Disputes Auditor will not consider for shall adjust the Preliminary Closing Statement only as needed to conform with the requirements of Section 1.2(b)(i)(A). Nothing herein shall be construed to authorize or permit the Disputes Auditor to determine (i) any purposequestions or matter whatsoever under or in connection with this Agreement except the determination of what adjustments, any settlement offer if any, must be made in one or more of the items reflected in the Preliminary Closing Statement in response to objections thereto made by any partythe Party that submitted the statement of objections or (ii) an adjustment to an item on the Preliminary Closing Statement that is outside of the range defined by amounts as finally proposed by Seller and Buyer, respectively. The parties will, as promptly as practicable, submit evidence in accordance with the procedures agreed upon or established by the Disputes Auditor. (iii) The fees, costs fees and expenses of the Disputes Auditor for, and relating to, the making of any such decision shall be borne by Purchaser, on the one hand, Buyer and Seller on equally; provided, however, that if the other hand, based upon the percentage which the portion of the disputed amount not awarded to each party bears -------- ------- Disputes Auditor determines that either Buyer or Seller has adopted a position or positions with respect to the amount actually disputed by such party. For examplePreliminary Closing Statement that is frivolous or clearly without merit, if Purchaser claims the Final Purchase Price is $1,000 less than the amount determined by Seller, and Seller contests only $500 of the amount claimed by Purchaser, and if the Disputes Auditor ultimately resolves the dispute by awarding Purchaser $300 may, in its discretion, assign a greater portion of the $500 contested, then the costs any such fees and expenses of the Auditor will be allocated 60 percent (i.e., 300 ÷ 500) to Seller and 40 percent (i.e., 200 ÷ 500) to Purchasersuch Party. (ivB) The Post-Closing Statement, as adjusted pursuant to any agreement between the parties or pursuant to the decision of the Disputes Auditor, is herein referred to as the “Final Closing Statement”. The Final Preliminary Closing Statement will shall become final and binding on both Buyer and Seller upon the parties earliest of (iI) if no Disputes Notice such notice has been given within the Notice Periodgiven, upon the expiration of the Notice Period, or (ii) if a Disputes Notice has been given period within the Notice Period, upon the resolution which Buyer may notify Seller of all disputes set forth in the Disputes Notice by written agreement between Seller and Purchaser or the written decision of the Disputes Auditor.any objections thereto pursuant to Section

Disputes; Final Closing Statement. (ia) Seller and Purchaser will attempt At the request of the Parent or Xxxxxxx, any dispute between the parties relating to resolve in good faith the disputes raised in any Disputes Notice. Any such dispute Preliminary Closing Statement which cannot be resolved by them in good faith within 30 thirty (30) days after receipt of a Disputes the Dispute Notice may, at the written request of either party (“Disputes Referral”), shall be referred to any impartial and independent, nationally or regionally recognized, certified independent public accounting firm mutually agreed upon by Seller and Purchaser (the “Disputes Auditor”) Auditor for decision, which decision on such dispute will be final and binding on both parties. If Seller and Purchaser cannot agree within 20 business days after a Disputes Referral on the identity of the Disputes Auditor, either party may require both parties to cause their respective independent public accountants to solicit such a firm to be the Disputes Auditor. The parties will use commercially reasonable efforts to cause agree that they shall require the Disputes Auditor to render its decision within 45 thirty (30) days after referral of the dispute to the Disputes ReferralAuditor for decision pursuant hereto. The Disputes Auditor’s decision shall be set forth in a written statement delivered to the Parent and Xxxxxxx, and shall be final, conclusive and binding upon all parties, and shall constitute an arbitral award upon which a judgment may be entered by any court of competent jurisdiction. (iib) The Before referring a matter to the Disputes Auditor, the parties shall agree on procedures to be followed by the Disputes Auditor (including procedures for presentation of evidence). If the parties are unable to agree upon procedures before the end of thirty (30) days after receipt of the Dispute Notice, the Disputes Auditor shall establish procedures giving due regard to the intention of the parties to resolve disputes as accuratelyquickly, efficiently and inexpensively as possible. The ; the Disputes Auditor’s procedures may be, but need not be, those proposed by either the Parent or Xxxxxxx; provided, however, that the Disputes Auditor will shall act as an expert, and not as an arbitrator, to determine, based solely on presentations and materials submitted by the Parent and Xxxxxxx, and not by independent review, only those issues in dispute between the parties regarding the Preliminary Closing Statement and the Disputes Auditor shall in all cases use the Accounting Principles in resolving any dispute and will resolve only the specific disputes raised in the Disputes Notice. No party will disclose to the Disputes Auditor, and the Disputes Auditor will not consider for any purpose, any settlement offer made by any partydispute. The parties willshall, as promptly as practicable, submit evidence in accordance with the procedures agreed upon or established by the Disputes Auditor. (iii) , and the Disputes Auditor shall decide the dispute in accordance therewith as promptly as practicable. The fees, costs and expenses fee of the Disputes Auditor for, and relating to, the making of any such decision shall, in any event, be borne equally by the Parent and Xxxxxxx. (c) The Preliminary Closing Statement shall become final and binding on the parties upon the earliest of (i) if no Dispute Notice has been given, the expiration of the period within which Xxxxxxx may notify the Parent of any objections to the Preliminary Closing Statement pursuant to Section 2.3; (ii) agreement by Xxxxxxx and the Parent that such Preliminary Closing Statement, together with any modifications thereto agreed by Xxxxxxx and the Parent, shall be borne by Purchaser, final and binding and (iii) the date on the one hand, and Seller on the other hand, based upon the percentage which the portion of the disputed amount not awarded to each party bears to the amount actually disputed by such party. For example, if Purchaser claims the Final Purchase Price is $1,000 less than the amount determined by Seller, and Seller contests only $500 of the amount claimed by Purchaser, and if the Disputes Auditor ultimately resolves shall issue its decision with respect to any dispute relating to the dispute by awarding Purchaser $300 of the $500 contested, then the costs and expenses of the Auditor will be allocated 60 percent (i.e., 300 ÷ 500) to Seller and 40 percent (i.e., 200 ÷ 500) to Purchaser. (iv) The Post-Preliminary Closing Statement, as adjusted pursuant to any agreement between the parties or pursuant to the decision of the Disputes Auditor. The Preliminary Closing Statement when final and binding on both parties, is herein referred to as the “Final Closing Statement”. The Final Closing Statement will become final and binding on the parties (i) if no Disputes Notice has been given within the Notice Period, upon the expiration of the Notice Period, or (ii) if a Disputes Notice has been given within the Notice Period, upon the resolution of all disputes set forth in the Disputes Notice by written agreement between Seller and Purchaser or the written decision of the Disputes Auditor.

Disputes; Final Closing Statement. (ia) Seller and Purchaser will attempt At the request of either party, any dispute between the parties relating to resolve in good faith the disputes raised in any Disputes Notice. Any such dispute Preliminary Closing Statement which cannot be resolved by them within 30 thirty (30) days after receipt of a Disputes Notice may, at the written request notice of either party (“Disputes Referral”), any objections to such Preliminary Closing Statement pursuant to Section 4.2 shall be referred to any impartial and independent, nationally or regionally recognized, certified independent public accounting firm mutually agreed upon by Seller and Purchaser (the “Disputes Auditor”) Auditor for decision, which decision on such dispute will shall be final and binding on both parties. If Seller and Purchaser cannot agree within 20 business days after a Disputes Referral on the identity of the Disputes Auditor, either party may require both parties to cause their respective independent public accountants to solicit such a firm to be the Disputes Auditor. The parties agree that they will use commercially reasonable efforts to cause require the Disputes Auditor to render its decision within 45 thirty (30) days after referral of the dispute to the Disputes ReferralAuditor for decision pursuant hereto. (iib) The Before referring a matter to the Disputes Auditor, the parties shall agree on procedures to be followed by the Disputes Auditor (including procedures for presentation of evidence). If the parties are unable to agree upon procedures before the end of thirty (30) days after receipt of notice of any objections pursuant to Section 4.2, the Disputes Auditor shall establish procedures giving due regard to the intention of the parties to resolve disputes as accuratelyquickly, efficiently and inexpensively as possible. The Disputes Auditor will in all cases use the Accounting Principles in resolving any dispute and will resolve only the specific disputes raised in the Disputes Notice. No party will disclose to the Disputes Auditor's procedures may be, and the Disputes Auditor will but need not consider for any purposebe, any settlement offer made those proposed by any either party. The parties willshall, as promptly as practicable, submit evidence in accordance with the procedures agreed upon or established by the Disputes Auditor. (iii) , and the Disputes Auditor shall decide the dispute in accordance therewith as promptly as practicable. The fees, costs and expenses fee of the Disputes Auditor for, and relating to, the making of any such decision shall be borne by Purchaser, the parties equally. (c) The Preliminary Closing Statement shall become final and binding on the one hand, and Seller on the other hand, based both parties upon the percentage which earliest of (i) if no such notice has been given, the portion expiration of the disputed amount not awarded period within which Buyer may notify Seller of any objections thereto pursuant to each party bears to Section 4.2, (ii) agreement by Seller and Buyer that such Preliminary Closing Statement, together with any modifications thereto agreed by Seller and Buyer, shall be final and binding and (iii) the amount actually disputed by such party. For example, if Purchaser claims the Final Purchase Price is $1,000 less than the amount determined by Seller, and Seller contests only $500 of the amount claimed by Purchaser, and if date on which the Disputes Auditor ultimately resolves the shall issue its decision with respect to any dispute by awarding Purchaser $300 of the $500 contested, then the costs and expenses of the Auditor will be allocated 60 percent (i.e., 300 ÷ 500) relating to Seller and 40 percent (i.e., 200 ÷ 500) to Purchaser. (iv) such Preliminary Closing Statement. The Post-Preliminary Closing Statement, as adjusted pursuant to any agreement between the parties or pursuant to the decision of the Disputes Auditor, when final and binding on both parties, is herein referred to as the “"Final Closing Statement”. The Final Closing Statement will become final and binding on the parties (i) if no Disputes Notice has been given within the Notice Period, upon the expiration of the Notice Period, or (ii) if a Disputes Notice has been given within the Notice Period, upon the resolution of all disputes set forth in the Disputes Notice by written agreement between Seller and Purchaser or the written decision of the Disputes Auditor".

Disputes; Final Closing Statement. (iA) Buyer and Seller and Purchaser will attempt shall use reasonable efforts to resolve in good faith any objections on the disputes raised in Preliminary Closing Statement. At the request of Buyer or Seller, any Disputes Notice. Any such dispute between Buyer and Seller relating to objections made to the Preliminary Closing Statement which cannot be resolved by them within 30 thirty (30) days after receipt notice of a Disputes Notice may, at the written request of either party (“Disputes Referral”), any objections to such Preliminary Closing Statement pursuant to Section 1.2 shall be referred to any impartial and independentthe Boston, nationally or regionally recognized, certified independent public accounting firm mutually agreed upon by Seller and Purchaser Massachusetts office of PricewaterhouseCoopers LLP (the “"Disputes Auditor”") for decision, which decision on such dispute will shall be final and binding on both partiesall Parties, absent fraud or manifest error. If Buyer and Seller and Purchaser cannot agree within 20 business days after a Disputes Referral on the identity of the Disputes Auditor, either party may that they will require both parties to cause their respective independent public accountants to solicit such a firm to be the Disputes Auditor. The parties will use commercially reasonable efforts to cause the Disputes Auditor to render its decision within 45 thirty (30) days after referral of the dispute to the Disputes Referral. Auditor for decision hereunder. Before referring a matter to the Disputes Auditor, Buyer and Seller shall agree on procedures to be followed by the Disputes Auditor (iiincluding procedures for presentation of evidence). If Buyer and Seller are unable to agree upon procedures before the end of thirty (30) The days after notice of any objections pursuant to Section 1.2, the Disputes Auditor shall establish procedures giving due regard to the provisions of this Agreement and the intention of the parties Buyer and Seller to resolve disputes as accuratelyquickly, efficiently and inexpensively as possible. The Disputes Auditor will in all cases use the Accounting Principles in Auditor's procedures may be, but need not be, those proposed by either Buyer or Seller. In resolving any dispute and will resolve only the specific disputes raised in the Disputes Notice. No party will disclose to the Disputes Auditorobjection, and the Disputes Auditor will not consider for shall adjust the Preliminary Closing Statement only as needed to conform with the requirements of Section 1.2(b)(i)(A). Nothing herein shall be construed to authorize or permit the Disputes Auditor to determine (i) any purposequestions or matter whatsoever under or in connection with this Agreement except the determination of what adjustments, any settlement offer if any, must be made in one or more of the items reflected in the Preliminary Closing Statement in response to objections thereto made by any partythe Party that submitted the statement of objections or (ii) an adjustment to an item on the Preliminary Closing Statement that is outside of the range defined by amounts as finally proposed by Seller and Buyer, respectively. The parties will, as promptly as practicable, submit evidence in accordance with the procedures agreed upon or established by the Disputes Auditor. (iii) The fees, costs fees and expenses of the Disputes Auditor for, and relating to, the making of any such decision shall be borne by Purchaser, on the one hand, Buyer and Seller on the other handequally; provided, based upon the percentage which the portion of the disputed amount not awarded to each party bears to the amount actually disputed by such party. For examplehowever, if Purchaser claims the Final Purchase Price is $1,000 less than the amount determined by Seller, and Seller contests only $500 of the amount claimed by Purchaser, and that if the Disputes Auditor ultimately resolves determines that either Buyer or Seller has adopted a position or positions with respect to the dispute by awarding Purchaser $300 Preliminary Closing Statement that is frivolous or clearly without merit, the Disputes Auditor may, in its discretion, assign a greater portion of the $500 contested, then the costs any such fees and expenses of the Auditor will be allocated 60 percent (i.e., 300 ÷ 500) to Seller and 40 percent (i.e., 200 ÷ 500) to Purchasersuch Party. (ivB) The Post-Preliminary Closing Statement shall become final and binding on both Buyer and Seller upon the earliest of (I) if no such notice has been given, the expiration of the period within which Buyer may notify Seller of any objections thereto pursuant to Section 1.2(b)(i)(C), (II) agreement by Seller and Buyer that such Preliminary Closing Statement, together with any modifications thereto agreed by Seller and Buyer, shall be final and binding, and (III) the date on which the Disputes Auditor shall issue its decision with respect to any dispute relating to such Preliminary Closing Statement. The Preliminary Closing Statement, as adjusted pursuant to any agreement between the parties Buyer and Seller or pursuant to the decision of the Disputes Auditor, when final and binding on both such Parties in accordance with this paragraph, is herein referred to as the “"Final Closing Statement”. The Final Closing Statement will become final and binding on the parties (i) if no Disputes Notice has been given within the Notice Period, upon the expiration of the Notice Period, or (ii) if a Disputes Notice has been given within the Notice Period, upon the resolution of all disputes set forth in the Disputes Notice by written agreement between Seller and Purchaser or the written decision of the Disputes Auditor."