Common use of Disputes; Finalization of Closing Statement Clause in Contracts

Disputes; Finalization of Closing Statement. (i) The Sellers and their accountants will be provided with reasonable access to the work papers of Apollo and its accountants and to the books and records of the Subject Companies, in connection with their review of the Closing Statement and the calculations of the Closing Regulatory Capital and Closing Net Working Capital (subject to the Sellers and their accountants signing customary agreements relating to access to such working papers in form and substance reasonably acceptable to Apollo’s accountants). (ii) The Sellers may dispute any amounts on the Closing Statement by notifying Apollo in writing, not later than the thirtieth (30th) day (the “Dispute Deadline”) following its receipt of the Closing Statement from Apollo, of any such disputed amounts or calculations and setting forth, in reasonable detail, the basis for such dispute. In the event of such a dispute, the Sellers and Apollo will attempt to reconcile their differences and any resolution by them as to any disputed amounts or calculations shall be in writing and shall be final, binding and conclusive on the parties. If the Sellers and Apollo are unable to reach a resolution with such effect within thirty (30) days after the Dispute Deadline, any of the Sellers or Apollo may elect to submit the items remaining in dispute for resolution to the Accounting Firm, which will be instructed to determine and report to the Sellers and Apollo, within forty-five (45) days after such submission, upon such remaining disputed items or calculations, and such report shall be final, binding and conclusive on the Sellers and Apollo, absent manifest error. In resolving the disputed items, the Accounting Firm (A) will be bound by the provisions of this Section 1.6, (B) may not assign a value to any item greater than the greatest value claimed for such item or less than the smallest value for such item claimed by the Sellers, on the one hand, or Apollo, on the other hand, and (C) will limit its decision to such items as are in dispute and to only those adjustments as are necessary for the Closing Statement and the calculations of the Closing Regulatory Capital and Closing Net Working Capital to comply with the provisions of this Agreement. The Sellers and Apollo shall make reasonably available to the Accounting Firm all relevant books and records, any work papers (including those of the parties’ respective accountants, to the extent applicable) and supporting documentation relating to the Closing Statement, the calculation of the Closing Regulatory Capital and Closing Net Working Capital and any other items reasonably requested by the Accounting Firm. The fees and disbursements of the Accounting Firm will be borne by the Sellers, on the one hand, and Apollo, on the other hand, in inverse proportion to the amounts by which their respective calculations at issue prevail relative to the total amount of the disputed items, all as finally determined by the Accounting Firm. (iii) The Closing Statement and calculations of the Closing Regulatory Capital and Closing Net Working Capital shall be deemed final for the purposes of this Section 1.6 upon the earliest of (i) the failure of the Sellers to notify Apollo of a dispute by the Dispute Deadline, (ii) the resolution of all disputes, pursuant to this Section 1.6(b), by the Sellers and Apollo or (iii) the resolution of all disputes, pursuant to this Section 1.6(b), by the Accounting Firm.