Common use of Disputes Regarding Closing Balance Sheet Clause in Contracts

Disputes Regarding Closing Balance Sheet. (a) Seller will have from the time the Closing Statement is delivered to it until 5:00 p.m., Eastern time, on the date that is 30 days after the date of such delivery (such period, the “Dispute Period”) to dispute any elements of or amounts reflected on the Closing Balance Sheet that affect the calculation of the final Purchase Price or any error in the determination of the final Purchase Price set forth in the Closing Statement (the “Dispute”), but only on the basis that the amounts reflected in the Closing Statement are inaccurate or were not prepared in accordance with the requirements of Section 2.5. If Seller does not deliver to Purchaser within the Dispute Period a written notice of the Dispute that sets forth in reasonable detail the elements and amounts with which Seller disagrees (the “Dispute Notice”), then the Closing Statement will be deemed to have been accepted and agreed to by Seller in the form in which it was delivered to Seller and will be final and binding upon the Parties. If Seller delivers the Dispute Notice to Purchaser within the Dispute Period, then Purchaser and Seller will attempt to resolve the Dispute and agree in writing upon the final content of the disputed Closing Statement within 15 days after delivery of the Dispute Notice. Any amounts reflected in the Closing Statement that are not disagreed to by Seller in the Dispute Notice shall be deemed to have been accepted and agreed to by Seller and will be final and binding upon the Parties. If Seller and Purchaser are unable to resolve each element of the Dispute within such 15-day period, Purchaser will within 15 days after receipt of the Dispute Notice, notify Seller of its disagreement, which notice will set forth in reasonable detail the elements and amounts with which Purchaser disagrees (the “Dispute Response”). If Purchaser does not deliver to Seller within such 15-day period a Dispute Response, then Seller’s calculation of the Purchase Price as set forth in the Dispute Notice will be deemed to have been accepted and agreed to by Purchaser. Additionally, those items in the Dispute Response which Seller and Purchaser are able to agree in writing within such 15-day period shall be considered final and binding upon the Parties. (b) If Purchaser timely delivers the Dispute Response, Purchaser and Seller will jointly engage as the arbitrator of the Dispute one or more independent members of the dispute resolution group of PricewaterhouseCoopers LLP or, if such Person refuses to accept such appointment, another nationally recognized certified public accounting firm that has not performed accounting, tax or auditing services for Purchaser, Seller, the Company or any of their respective Affiliates during the past three years (such Person, the “Arbitrating Accountant”). If Seller and Purchaser are unable to agree on the identity of the Arbitrating Accountant within 15 days after Purchaser’s delivery of the Dispute Response, either Seller or Purchaser may request that the American Arbitration Association appoint an independent third party accounting firm meeting the aforementioned requirements to serve as the Arbitrating Accountant. The Arbitrating Accountant’s sole function will be to resolve each element of the Dispute that has not been resolved by Seller and Purchaser, to revise the Closing Balance Sheet to reflect such resolutions and to calculate the Purchase Price based on the elements and amounts reflected on the revised Closing Balance Sheet. (c) In connection with the resolution of the Dispute, the Arbitrating Accountant will limit its review to the unresolved elements or amounts set forth in the Dispute Notice and the Dispute Response. The Arbitrating Accountant may, at its discretion, conduct one or more conferences concerning the Dispute, at which conferences each of Seller and Purchaser will have the right to present additional documents, materials and other information they reasonably deem are relevant to the Arbitrating Accountant’s determination and to have present their respective advisors, counsel and accountants; provided that Purchaser and Seller will be limited by their respective positions in the Dispute Notice and the Dispute Response. In connection with the resolution of the Dispute, there shall not be any other hearings or oral examinations, testimony, depositions, discovery or other similar Proceedings. Each of Seller and Purchaser will make available to the other Party and the Arbitrating Accountant, as the case may be, such documents, books, records, work papers, facilities, personnel and other information as such Party or the Arbitrating Accountant may reasonably request to review the Closing Balance Sheet and to resolve the Dispute. (d) The Arbitrating Accountant will as promptly as possible, and in any event within 15 days after the date of its appointment, render its decision on each element in the Dispute in writing to Seller and Purchaser, together with a revised Closing Balance Sheet reflecting its decision and a revised Closing Statement reflecting its calculation of the Purchase Price based on the elements and amounts reflected on the revised Closing Balance Sheet. In resolving the Dispute, the Arbitrating Accountant will be bound by the provisions of this Agreement and may not revise any element of the Closing Balance Sheet that is not contested in the Dispute Notice or the Dispute Response or assign a value to any disputed element of the Closing Balance Sheet greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party in the Dispute Notice or the Dispute Response. Each of the Arbitrating Accountant’s decision, the revised Closing Balance Sheet and the revised calculation of the Purchase Price will be final and binding upon the Parties, and judgment may be entered on the award. Seller and Purchaser shall share the fees and expenses of the Arbitrating Accountant in inverse proportion to the relative amounts subject to the Dispute determined in favor of such Party, in accordance with the following formulas: (i) Purchaser shall pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Seller and the denominator of which is the total dollar amount subject to the Dispute and (ii) Seller shall pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Purchaser and the denominator of which is the total dollar amount subject to the Dispute.

Disputes Regarding Closing Balance Sheet. Disputes with respect to the Closing Balance Sheet shall be dealt with as follows: (a) Seller will Sellers shall have from the time thirty (30) days after receipt of the Closing Statement is delivered to it until 5:00 p.m., Eastern time, on Balance Sheet (the date that is 30 days after the date of such delivery (such period, the “"Dispute Period”") to dispute any of the elements of or amounts reflected on the Closing Balance Sheet that affect the calculation of the final Purchase Price or any error in the determination of the final Purchase Price set forth in the Closing Statement (the “a "Dispute”"), but only on the basis that the amounts reflected in the Closing Statement are inaccurate or were not prepared in accordance with the requirements of Section 2.5. If Seller does Sellers do not deliver to Purchaser give written notice of a Dispute within the Dispute Period to Purchaser (a written notice of "Dispute Notice"), the Closing Balance Sheet shall be deemed to have been accepted and agreed to by Sellers in the form in which it was delivered by Purchaser, and shall be final and binding upon the parties hereto. If Sellers have a Dispute, Sellers shall give Purchaser a Dispute Notice within the Dispute that sets Period, setting forth in reasonable detail the elements and amounts with which Seller disagrees it disagrees. Within thirty (the “30) days after delivery of such Dispute Notice”), then the Closing Statement will be deemed to have been accepted and agreed to by Seller in the form in which it was delivered to Seller and will be final and binding upon the Parties. If Seller delivers the Dispute Notice to Purchaser within the Dispute Period, then Purchaser and Seller will parties hereto shall attempt to resolve the such Dispute and agree in writing upon the final content of the disputed Closing Statement within 15 days after delivery of the Dispute Notice. Any amounts reflected in the Closing Statement that are not disagreed to by Seller in the Dispute Notice shall be deemed to have been accepted and agreed to by Seller and will be final and binding upon the Parties. If Seller and Purchaser are unable to resolve each element of the Dispute within such 15-day period, Purchaser will within 15 days after receipt of the Dispute Notice, notify Seller of its disagreement, which notice will set forth in reasonable detail the elements and amounts with which Purchaser disagrees (the “Dispute Response”). If Purchaser does not deliver to Seller within such 15-day period a Dispute Response, then Seller’s calculation of the Purchase Price as set forth in the Dispute Notice will be deemed to have been accepted and agreed to by Purchaser. Additionally, those items in the Dispute Response which Seller and Purchaser are able to agree in writing within such 15-day period shall be considered final and binding upon the PartiesBalance Sheet. (b) If Purchaser timely delivers the Dispute Response, Purchaser and Seller will jointly engage are unable to resolve any Dispute within the thirty (30) day period after Purchaser's receipt of a Dispute Notice, the Chicago office of the certified public accounting firm of Price Waterhouse LLP (the "Arbitrating Accountant") shall be engaged as arbitrator hereunder to settle such Dispute as soon as practicable. In the event Price Waterhouse LLP is unwilling or unable to serve as the arbitrator of Arbitrating Accountant, the Dispute one or more independent members of the dispute resolution group of PricewaterhouseCoopers LLP or, if such Person refuses to accept such appointment, parties hereto shall select by mutual agreement another nationally recognized certified public accounting firm that firm, who is not rendering (and during the preceding two-year period, has not performed accounting, tax or auditing rendered) services for Purchaser, to any Seller, the Company Purchaser or any of their respective Affiliates during the past three years (such Personas defined herein), the “Arbitrating Accountant”). If Seller and Purchaser are unable to agree on the identity of the Arbitrating Accountant within 15 days after Purchaser’s delivery of the Dispute Response, either Seller or Purchaser may request that the American Arbitration Association appoint an independent third party accounting firm meeting the aforementioned requirements to serve as the Arbitrating Accountant. The Arbitrating Accountant’s sole function will be to resolve each element of the Dispute that has not been resolved by Seller and Purchaser, to revise the Closing Balance Sheet to reflect such resolutions and to calculate the Purchase Price based on the elements and amounts reflected on the revised Closing Balance Sheet. (c) In connection with the resolution of the any Dispute, the Arbitrating Accountant will limit its review shall have access to the unresolved elements or amounts set forth in the Dispute Notice and the Dispute Response. The Arbitrating Accountant may, at its discretion, conduct one or more conferences concerning the Dispute, at which conferences each of Seller and Purchaser will have the right to present additional all documents, materials and other information they reasonably deem are relevant to the Arbitrating Accountant’s determination and to have present their respective advisors, counsel and accountants; provided that Purchaser and Seller will be limited by their respective positions in the Dispute Notice and the Dispute Response. In connection with the resolution of the Dispute, there shall not be any other hearings or oral examinations, testimony, depositions, discovery or other similar Proceedings. Each of Seller and Purchaser will make available to the other Party and the Arbitrating Accountant, as the case may be, such documents, books, records, work papers, facilities, facilities and personnel and other information necessary to perform its function as such Party or arbitrator. The arbitration before the Arbitrating Accountant may reasonably request to review shall be conducted in accordance with the Closing Balance Sheet and to resolve commercial arbitration rules of the Dispute. (d) American Arbitration Association. The Arbitrating Accountant will as promptly as possible, and in any event within 15 days after the date of its appointment, render its decision on each element in the Dispute in writing to Seller and Purchaser, together Accountant's award with a revised Closing Balance Sheet reflecting its decision and a revised Closing Statement reflecting its calculation of the Purchase Price based on the elements and amounts reflected on the revised Closing Balance Sheet. In resolving the Dispute, the Arbitrating Accountant will be bound by the provisions of this Agreement and may not revise any element of the Closing Balance Sheet that is not contested in the Dispute Notice or the Dispute Response or assign a value respect to any disputed element of the Closing Balance Sheet greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party in the Dispute Notice or the Dispute Response. Each of the Arbitrating Accountant’s decision, the revised Closing Balance Sheet and the revised calculation of the Purchase Price will shall be final and binding upon the Partiesparties hereto, and judgment may be entered on the award. Seller and Purchaser shall share each pay one-half of the fees and expenses of the Arbitrating Accountant in inverse proportion with respect to the relative amounts subject to the Dispute determined in favor of such Party, in accordance with the following formulas: (i) Purchaser shall pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Seller and the denominator of which is the total dollar amount subject to the Dispute and (ii) Seller shall pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Purchaser and the denominator of which is the total dollar amount subject to the any Dispute.

Disputes Regarding Closing Balance Sheet. (a) Seller will have from the time the Closing Statement is delivered Disputes with respect to it until 5:00 p.m., Eastern time, on the date that is 30 days after the date of such delivery (such period, the “Dispute Period”) to dispute any elements of or amounts reflected on the Closing Balance Sheet that affect shall be resolved as follows: (a) During the calculation of Dispute Period, the final Purchase Price or any error in the determination of the final Purchase Price set forth in the Closing Statement (the “Sellers’ Committee may bring a Dispute”), but only on the basis that the amounts reflected in on the Closing Statement are inaccurate or Balance Sheet were not prepared presented in accordance with the requirements of Section 2.52.4 or were inaccurate or incomplete. If Seller the Sellers’ Committee does not deliver to Purchaser a Dispute Notice within the Dispute Period Period, the Closing Balance Sheet shall be deemed to have been accepted and agreed to by the Sellers’ Committee in the form in which it was delivered to the Sellers’ Committee, and shall be final and binding upon the parties hereto. If the Sellers’ Committee has a written notice of Dispute, the Sellers’ Committee shall give Purchaser a Dispute Notice within the Dispute that sets Period, setting forth in reasonable detail the elements and amounts with which Seller disagrees it disagrees. Within thirty (the “30) days after delivery of such Dispute Notice”), then the Closing Statement will be deemed to have been accepted and agreed to by Seller in the form in which it was delivered to Seller and will be final and binding upon the Parties. If Seller delivers the Dispute Notice to Purchaser within the Dispute Period, then Purchaser and Seller will parties hereto shall attempt to resolve the such Dispute and agree in writing upon the final content of the disputed Closing Statement within 15 days after delivery of the Dispute Notice. Any amounts reflected in the Closing Statement that are not disagreed to by Seller in the Dispute Notice shall be deemed to have been accepted and agreed to by Seller and will be final and binding upon the Parties. If Seller and Purchaser are unable to resolve each element of the Dispute within such 15-day period, Purchaser will within 15 days after receipt of the Dispute Notice, notify Seller of its disagreement, which notice will set forth in reasonable detail the elements and amounts with which Purchaser disagrees (the “Dispute Response”). If Purchaser does not deliver to Seller within such 15-day period a Dispute Response, then Seller’s calculation of the Purchase Price as set forth in the Dispute Notice will be deemed to have been accepted and agreed to by Purchaser. Additionally, those items in the Dispute Response which Seller and Purchaser are able to agree in writing within such 15-day period shall be considered final and binding upon the PartiesBalance Sheet. (b) If Purchaser timely delivers and the Dispute Response, Purchaser and Seller will jointly engage as the arbitrator of the Dispute one or more independent members of the dispute resolution group of PricewaterhouseCoopers LLP or, if such Person refuses to accept such appointment, another nationally recognized certified public accounting firm that has not performed accounting, tax or auditing services for Purchaser, Seller, the Company or any of their respective Affiliates during the past three years (such Person, the “Arbitrating Accountant”). If Seller and Purchaser Sellers’ Committee are unable to agree on resolve any Dispute within the identity thirty (30) day period after Purchaser’s receipt of a Dispute Notice, the Sellers’ Committee and Purchaser shall jointly engage the Arbitrating Accountant within 15 days after Purchaser’s delivery of the Dispute Response, either Seller or Purchaser may request that the American Arbitration Association appoint an independent third party accounting firm meeting the aforementioned requirements to serve as the Arbitrating Accountantarbitrator. The Arbitrating Accountant’s sole function will be to resolve each element of the Dispute that has not been resolved by Seller and Purchaser, to revise the Closing Balance Sheet to reflect such resolutions and to calculate the Purchase Price based on the elements and amounts reflected on the revised Closing Balance Sheet. (c) In connection with the resolution of the any Dispute, the Arbitrating Accountant will limit shall have access to all documents, records, work papers, facilities and personnel necessary to perform its review function as arbitrator. The Arbitrating Accountant’s function shall be to conform the Closing Balance Sheet to the unresolved elements or amounts set forth requirements of Section 2.4 and in the Dispute Notice accordance with GAAP. The Arbitrating Accountant shall allow Purchaser and the Dispute ResponseSellers’ Committee to present their respective positions regarding the Dispute. The Arbitrating Accountant may, at its discretion, conduct one or more conferences a conference concerning the Dispute, at which conferences conference each of Seller and Purchaser will party shall have the right to present additional documents, materials and other information they reasonably deem are relevant to the Arbitrating Accountant’s determination and to have present their respective its advisors, counsel and accountants; provided that Purchaser and Seller will be limited by their respective positions in the Dispute Notice and the Dispute Response. In connection with the resolution of the Disputesuch process, there shall not be any no other hearings or any oral examinations, testimony, depositions, discovery or other similar Proceedingsproceedings. Each of Seller and Purchaser will make available to the other Party and the Arbitrating Accountant, as the case may be, such documents, books, records, work papers, facilities, personnel and other information as such Party or the Arbitrating Accountant may reasonably request to review the Closing Balance Sheet and to resolve the Dispute. (d) The Arbitrating Accountant will as promptly as possibleshall promptly, and in any event within 15 sixty (60) days after the date of its appointment, render its decision on each element in the Dispute in writing to Seller and Purchaser, together with a revised Closing Balance Sheet reflecting its decision and a revised Closing Statement reflecting its calculation of finalize the Purchase Price based on the elements and amounts reflected on the revised Closing Balance Sheet. In resolving the Dispute, the Arbitrating Accountant will be bound by the provisions of this Agreement and may not revise any element of the Closing Balance Sheet that is not contested in the Dispute Notice or the Dispute Response or assign a value to any disputed element of the Closing Balance Sheet greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party in the Dispute Notice or the Dispute Response. Each of the Arbitrating Accountant’s decision, the revised Closing Balance Sheet and the revised calculation of the Purchase Price will Such written determination shall be final and binding upon the Partiesparties hereto, and judgment may be entered on the award. Seller and Purchaser Upon the resolution of all Disputes, the Closing Balance Sheet shall share be revised to reflect such resolution. The Arbitrating Accountant shall determine the proportion of its fees and expenses to be paid by each of the Sellers’ Committee and Purchaser, based primarily on the degree to which the Arbitrating Accountant in inverse proportion to has accepted the relative amounts subject to positions of the Dispute determined in favor of such Party, in accordance with the following formulas: (i) Purchaser shall pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Seller and the denominator of which is the total dollar amount subject to the Dispute and (ii) Seller shall pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Purchaser and the denominator of which is the total dollar amount subject to the Disputerespective parties.

Disputes Regarding Closing Balance Sheet. (a) The Seller will Representative shall have from the time the Closing Statement Balance Sheet is delivered to it until 5:00 p.m., Eastern Chicago time, on the date that is 30 thirty (30) days after the date of such delivery (such period, the “Dispute Period”) to dispute any elements of or amounts reflected on the Closing Balance Sheet that affect the calculation of the final Purchase Price or any error in the determination of the final Purchase Price set forth in the Closing Statement Aggregate Consideration (the “Dispute”), but only on the basis that the amounts reflected in on the Closing Statement Balance Sheet are inaccurate or were do not prepared conform to GAAP and the accounting principles and procedures set forth in accordance with the requirements of Section 2.5Working Capital Methodology. If the Seller Representative does not deliver to Purchaser within the Dispute Period a written notice of the Dispute that sets forth in reasonable detail the elements and amounts with which the Seller Representative disagrees (the a “Dispute Notice”), then the Closing Statement will Balance Sheet shall be deemed to have been accepted and agreed to by the Seller Representative in the form in which it was delivered to the Seller Representative and will shall be final and binding upon the Partiesparties. If the Seller Representative delivers the a Dispute Notice to Purchaser within the Dispute Period, then Purchaser and the Seller will Representative shall attempt to resolve the Dispute and agree in writing upon the final content of the disputed Closing Statement Balance Sheet within 15 thirty (30) days after delivery of the such Dispute Notice. Any amounts reflected in . (b) If Purchaser and the Closing Statement that are not disagreed to by Seller in the Dispute Notice shall be deemed to have been accepted and agreed to by Seller and will be final and binding upon the Parties. If Seller and Purchaser Representative are unable to resolve each element of the Dispute within such 15-the thirty (30) day period, Purchaser will within 15 days period after Purchaser’s receipt of the a Dispute Notice, notify Seller of its disagreement, which notice will set forth in reasonable detail the elements and amounts with which Purchaser disagrees (the “Dispute Response”). If Purchaser does not deliver to Seller within such 15-day period a Dispute Response, then Seller’s calculation of the Purchase Price as set forth in the Dispute Notice will be deemed to have been accepted and agreed to by Purchaser. Additionally, those items in the Dispute Response which Seller and Purchaser are able to agree in writing within such 15-day period shall be considered final and binding upon the Parties. (b) If Purchaser timely delivers the Dispute Response, Purchaser and the Seller will Representative shall jointly engage as the arbitrator of the Dispute one or more independent members of the dispute resolution group of PricewaterhouseCoopers LLP Ernst & Young LLP, or, if such Person refuses firm declines to accept such appointmentbe retained to resolve the Dispute, another nationally recognized certified public recognized, independent accounting firm that has not performed accounting, tax or auditing services for Purchaser, Seller, reasonably acceptable to Purchaser and the Company or any of their respective Affiliates during the past three years Seller Representative (such Personin either case, the “Arbitrating Accountant”). If Seller and Purchaser are unable to agree on the identity of the Arbitrating Accountant within 15 days after Purchaser’s delivery of the Dispute Response, either Seller or Purchaser may request that the American Arbitration Association appoint an independent third party accounting firm meeting the aforementioned requirements to serve as the Arbitrating Accountant. The Arbitrating Accountant’s sole function will shall be to resolve each element of the Dispute that has not been resolved by Purchaser and the Seller and PurchaserRepresentative, to revise the Closing Balance Sheet to reflect such resolutions and to calculate the Purchase Price Aggregate Consideration based on the elements and amounts reflected on the revised Closing Balance Sheet. (c) In connection with the resolution of the Dispute, the Arbitrating Accountant will limit its review to the unresolved elements or amounts set forth in the Dispute Notice shall allow Purchaser and the Dispute ResponseSeller Representative to present their respective positions regarding the elements and amounts of the Closing Balance Sheet in dispute. The Arbitrating Accountant may, at its discretion, conduct one or more conferences a conference concerning the Dispute, at which conferences each of conference Purchaser and the Seller and Purchaser will Representative shall have the right to present additional documents, materials and other information they reasonably deem are relevant to the Arbitrating Accountant’s determination and to have present their respective counsel, accountants and other advisors, counsel and accountants; provided that Purchaser and Seller will be limited by their respective positions in the Dispute Notice and the Dispute Response. In connection with the resolution of the Dispute, there shall not be any no other hearings or oral examinations, testimony, depositions, discovery or other similar Proceedingsproceedings. Each of Purchaser and the Seller and Purchaser will Representative shall make available to the other Party party and the Arbitrating Accountant, as the case may be, such documents, books, records, work papers, facilities, personnel and other information as such Party party or the Arbitrating Accountant may reasonably request to review the Closing Balance Sheet and to resolve the Dispute. (d) The Arbitrating Accountant will shall as promptly as possible, and in any event within 15 thirty (30) days after the date of its appointment, render its decision on each element in the Dispute in writing to Purchaser and the Seller and PurchaserRepresentative, together with a revised Closing Balance Sheet reflecting its decision and a revised Closing Statement reflecting its calculation of the Purchase Price Aggregate Consideration based on the elements and amounts reflected on the revised Closing Balance Sheet. In resolving the Dispute, the Arbitrating Accountant will shall be bound by the provisions of this Agreement and may not revise any element of the Closing Balance Sheet that is not contested in the Dispute Notice or the Dispute Response or assign a value to any disputed element of the Closing Balance Sheet greater than the greatest value for such item claimed by either Party party or less than the smallest value for such item claimed by either Party in the Dispute Notice or the Dispute Responseparty. Each of the Arbitrating Accountant’s decision, the revised Closing Balance Sheet and the revised calculation of the Purchase Price will Aggregate Consideration shall be final and binding upon the Parties, and judgment may be entered on the awardparties. Seller and Purchaser shall share the The Arbitrating Accountant’s fees and expenses of shall be borne equally by the Arbitrating Accountant in inverse proportion to Seller Representative, on the relative amounts subject to one hand, and Purchaser, on the Dispute determined in favor of such Party, in accordance with the following formulas: (i) Purchaser shall pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Seller and the denominator of which is the total dollar amount subject to the Dispute and (ii) Seller shall pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Purchaser and the denominator of which is the total dollar amount subject to the Disputeother hand.

Disputes Regarding Closing Balance Sheet. Disputes with respect to the Closing Balance Sheet shall be resolved as follows: (a) Seller will Purchaser shall have from the time the Closing Statement is delivered to it until 5:00 p.m., Eastern time, on the date that is 30 thirty (30) days after the date of such delivery Delivery Date (such period, the “"Dispute Period”") to dispute (i) any of the elements of or amounts reflected on the Closing Balance Sheet that affect and affecting the calculation of the final Purchase Price or any error in and/or (ii) the determination calculation of the final Purchase Price set forth in the Closing Statement (the “a "Dispute”"), but only on the basis that the amounts reflected in the Closing Statement are inaccurate or were not prepared in accordance with the requirements of Section 2.5. If Seller Purchaser does not deliver to Purchaser give written notice of a Dispute within the Dispute Period to Seller (a written notice of "Dispute Notice"), the Closing Balance Sheet shall be deemed to have been accepted and agreed to by Purchaser in the form in which it was delivered to Purchaser, and shall be final and binding upon the parties hereto. If Purchaser has a Dispute, Purchaser shall give the Stockholders' Committee a Dispute Notice within the Dispute that sets Period, setting forth in reasonable detail the elements and amounts with which Seller disagrees it disagrees. Within thirty (the “30) days after delivery of such Dispute Notice”), then the Closing Statement will be deemed to have been accepted and agreed to by Seller in the form in which it was delivered to Seller and will be final and binding upon the Parties. If Seller delivers the Dispute Notice to Purchaser within the Dispute Period, then Purchaser and Seller will parties hereto shall attempt to resolve the such Dispute and agree in writing upon the final content of the disputed Closing Statement within 15 days after delivery of the Dispute Notice. Any amounts reflected in the Closing Statement that are not disagreed to by Seller in the Dispute Notice shall be deemed to have been accepted and agreed to by Seller and will be final and binding upon the Parties. If Seller and Purchaser are unable to resolve each element of the Dispute within such 15-day period, Purchaser will within 15 days after receipt of the Dispute Notice, notify Seller of its disagreement, which notice will set forth in reasonable detail the elements and amounts with which Purchaser disagrees (the “Dispute Response”). If Purchaser does not deliver to Seller within such 15-day period a Dispute Response, then Seller’s calculation of the Purchase Price as set forth in the Dispute Notice will be deemed to have been accepted and agreed to by Purchaser. Additionally, those items in the Dispute Response which Seller and Purchaser are able to agree in writing within such 15-day period shall be considered final and binding upon the PartiesBalance Sheet. (b) If Purchaser timely delivers and the Stockholders' Committee are unable to resolve any Dispute Responsewithin the thirty (30) day period after the Stockholders' Committee's receipt of a Dispute Notice, the Stockholders' Committee and Purchaser and Seller will shall jointly engage as arbitrator (the arbitrator of the Dispute one or more independent members of the dispute resolution group of PricewaterhouseCoopers LLP or, if such Person refuses to accept such appointment, another nationally recognized certified "Arbitrating Accountant") a public accounting firm that has not performed accountingof national reputation, tax or auditing services for Purchaser, Seller, the Company or any of their respective Affiliates during the past three years (such Person, the “Arbitrating Accountant”)other than Deloitte & Touche LLP. If Seller Purchaser and Purchaser the Stockholders' Committee are unable to agree on the identity appointment of the Arbitrating Accountant, the Arbitrating Accountant within 15 days after Purchaser’s delivery shall be selected by agreement of the Dispute Response, either Seller or Purchaser may request that the American Arbitration Association appoint an independent third party accounting firm meeting the aforementioned requirements to serve as the Arbitrating Accountant. The Arbitrating Accountant’s sole function will be to resolve each element of the Dispute that has not been resolved by Seller Stockholders' Committee's and Purchaser, to revise the Closing Balance Sheet to reflect such resolutions and to calculate the Purchase Price based on the elements and amounts reflected on the revised Closing Balance Sheet. (c) 's respective accountants. In connection with the resolution of the any Dispute, the Arbitrating Accountant will limit shall have access to all documents, records, work papers, facilities and personnel necessary to perform its review function as arbitrator. The Arbitrating Accountant's function shall be to conform the unresolved disputed elements or amounts set forth in on the Closing Balance Sheet to the requirements of Sections 3 and 4 (as applicable). (c) The Arbitrating Accountant shall allow Purchaser and the Stockholders' Committee to present their respective positions regarding the Dispute Notice and shall thereafter as promptly as possible provide Purchaser and the Stockholders' Committee with a written determination of the Dispute, which shall be final and binding upon the parties hereto. In this regard, for each particular Dispute, the Arbitrating Accountant shall select either Purchaser's or the Stockholders' Committee's determination of the amount that is the subject of the Dispute Responsebased on its own assessment of whichever of the two parties' determinations more closely approximates the Arbitrating Accountant's own determination of such amount, and the Arbitrating Accountant may not substitute its own determination of the amount in dispute as the final determination of such amount. Upon the resolution of all Disputes, the Closing Balance Sheet shall be revised to reflect such resolution. The Arbitrating Accountant shall promptly, and in any event within sixty (60) calendar days after the date of its appointment, render its decision on the question in writing and finalize the Closing Balance Sheet. The Arbitrating Accountant may, at its its, discretion, conduct one or more conferences a conference concerning the Dispute, at which conferences conference each of Seller and Purchaser will party shall have the right to present additional documents, materials and other information they reasonably deem are relevant to the Arbitrating Accountant’s determination and to have present their respective its advisors, counsel and accountants; provided that Purchaser and Seller will be limited by their respective positions in the Dispute Notice and the Dispute Response. In connection with the resolution of the Disputesuch process, there shall not be any no other hearings or any oral examinations, testimony, depositions, discovery or other similar Proceedings. Each of Seller and Purchaser will make available to the other Party and the Arbitrating Accountant, as the case may be, such documents, books, records, work papers, facilities, personnel and other information as such Party or the Arbitrating Accountant may reasonably request to review the Closing Balance Sheet and to resolve the Disputeproceedings. (d) The Arbitrating Accountant will as promptly as possible, and party whose position in any event within 15 days after the date of its appointment, render its decision on each element in the Dispute in writing to Seller and Purchaser, together with a revised Closing Balance Sheet reflecting its decision and a revised Closing Statement reflecting its calculation of the Purchase Price based on the elements and amounts reflected on the revised Closing Balance Sheet. In resolving the Dispute, is not accepted by the Arbitrating Accountant will be bound by the provisions of this Agreement and may not revise any element (in favor of the Closing Balance Sheet that is not contested in the Dispute Notice or the Dispute Response or assign a value to any disputed element other party's position) shall bear all of the Closing Balance Sheet greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party in the Dispute Notice or the Dispute Response. Each of the Arbitrating Accountant’s decision, the revised Closing Balance Sheet and the revised calculation of the Purchase Price will be final and binding upon the Parties, and judgment may be entered on the award. Seller and Purchaser shall share the fees and expenses of the arbitration proceeding. Where more than one Dispute is considered in such arbitration proceeding and the Arbitrating Accountant in inverse proportion to the relative amounts subject to the Dispute determined finds in favor of each party on separate Disputes, the party which, in aggregating all of such PartyDisputes, has the largest dollar amount determined against it by the Arbitrating Accountant (in favor of the other party) shall bear all of the fees and expenses of the arbitration proceeding. The Arbitrating Accountant may, in its discretion, also award to the party obligated to pay the fees and expenses of the arbitration proceeding in accordance with the following formulas: (i) Purchaser shall pay a portion of such preceding sentence the reasonable fees and expenses equal to of the total fees other party's legal, accounting and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to other professional advisors incurred in connection with such Dispute if it determines that such party's positions in connection with the Dispute resolved were not taken in favor of Seller and the denominator of which is the total dollar amount subject to the Dispute and (ii) Seller shall pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Purchaser and the denominator of which is the total dollar amount subject to the Disputegood faith.

Disputes Regarding Closing Balance Sheet. (a) Seller will shall have from the time the Closing Statement Balance Sheet is delivered to it until 5:00 p.m., Eastern Pacific time, on the date that is 30 days after the date of such delivery (such period, the “Dispute Period”) to dispute any elements of or amounts reflected on the Closing Balance Sheet that affect the calculation of the final Purchase Price or any error in the determination of the final Purchase Price set forth in the Closing Statement (the “Dispute”), but only on the basis that the amounts reflected in on the Closing Statement Balance Sheet are inaccurate or were do not prepared in accordance with conform to the requirements of Section 2.53.4. If Seller does not deliver to Purchaser within the Dispute Period a written notice of the Dispute that sets forth in reasonable detail the elements and amounts with which Seller disagrees (the a “Dispute Notice”), then the Closing Statement will Balance Sheet shall be deemed to have been accepted and agreed to by Seller in the form in which it was delivered to Seller and will shall be final and binding upon the Partiesparties. If Seller delivers the a Dispute Notice to Purchaser within the Dispute Period, then Purchaser and Seller will shall attempt to resolve the Dispute and agree in writing upon the final content of the disputed Closing Statement Balance Sheet within 15 30 days after delivery of the such Dispute Notice. Any amounts reflected in the Closing Statement that are not disagreed to by . (b) If Purchaser and Seller in the Dispute Notice shall be deemed to have been accepted and agreed to by Seller and will be final and binding upon the Parties. If Seller and Purchaser are unable to resolve each element of the Dispute within such 15-day period, Purchaser will within 15 days after receipt of the Dispute Notice, notify Seller of its disagreement, which notice will set forth in reasonable detail the elements and amounts with which Purchaser disagrees (the “Dispute Response”). If Purchaser does not deliver to Seller within such 1530-day period after Seller’s receipt of a Dispute Response, then Seller’s calculation of the Purchase Price as set forth in the Dispute Notice will be deemed to have been accepted and agreed to by Purchaser. Additionally, those items in the Dispute Response which Seller and Purchaser are able to agree in writing within such 15-day period shall be considered final and binding upon the Parties. (b) If Purchaser timely delivers the Dispute ResponseNotice, Purchaser and Seller will shall jointly engage as the arbitrator of the Dispute one or more independent members of the dispute resolution group of PricewaterhouseCoopers LLP or, if such Person refuses to accept such appointment, another a nationally recognized certified public accounting firm that has not performed accounting, tax Tax or auditing services for Purchaser, Seller, the Company Seller or any of their respective Affiliates during the past three years as the arbitrator of the Dispute (such Person, the “Arbitrating Accountant”). If Purchaser and Seller and Purchaser are unable to agree on the identity of the Arbitrating Accountant within 15 days after Purchaser’s delivery Accountant, the accountants of the Dispute Response, either Purchaser and Seller or Purchaser may request that the American Arbitration Association appoint an independent third party accounting firm meeting the aforementioned requirements to serve as shall jointly select the Arbitrating Accountant. The Arbitrating Accountant’s sole function will shall be to resolve each element of the Dispute that has not been resolved by Seller Purchaser and PurchaserSeller, to revise the Closing Balance Sheet to reflect such resolutions and to calculate the Purchase Price based on the elements and amounts reflected on the revised Closing Balance Sheet. (c) In connection . “Affiliate” with the resolution of the Disputerespect to any Person means any other Person who directly or indirectly Controls, the Arbitrating Accountant will limit its review to the unresolved elements is Controlled by or amounts set forth is under common Control with such Person, including, in the Dispute Notice case of any Person who is an individual, his or her spouse, any of his or her descendants (lineal or adopted) or ancestors and the Dispute Response. The Arbitrating Accountant may, at its discretion, conduct one or more conferences concerning the Dispute, at which conferences each any of Seller and Purchaser will have the right to present additional documents, materials and other information they reasonably deem are relevant to the Arbitrating Accountant’s determination and to have present their respective advisors, counsel and accountants; provided that Purchaser and Seller will be limited by their respective positions in the Dispute Notice and the Dispute Response. In connection with the resolution of the Dispute, there shall not be any other hearings or oral examinations, testimony, depositions, discovery or other similar Proceedings. Each of Seller and Purchaser will make available to the other Party and the Arbitrating Accountant, as the case may be, such documents, books, records, work papers, facilities, personnel and other information as such Party or the Arbitrating Accountant may reasonably request to review the Closing Balance Sheet and to resolve the Disputespouses. (d) The Arbitrating Accountant will as promptly as possible, and in any event within 15 days after the date of its appointment, render its decision on each element in the Dispute in writing to Seller and Purchaser, together with a revised Closing Balance Sheet reflecting its decision and a revised Closing Statement reflecting its calculation of the Purchase Price based on the elements and amounts reflected on the revised Closing Balance Sheet. In resolving the Dispute, the Arbitrating Accountant will be bound by the provisions of this Agreement and may not revise any element of the Closing Balance Sheet that is not contested in the Dispute Notice or the Dispute Response or assign a value to any disputed element of the Closing Balance Sheet greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party in the Dispute Notice or the Dispute Response. Each of the Arbitrating Accountant’s decision, the revised Closing Balance Sheet and the revised calculation of the Purchase Price will be final and binding upon the Parties, and judgment may be entered on the award. Seller and Purchaser shall share the fees and expenses of the Arbitrating Accountant in inverse proportion to the relative amounts subject to the Dispute determined in favor of such Party, in accordance with the following formulas: (i) Purchaser shall pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Seller and the denominator of which is the total dollar amount subject to the Dispute and (ii) Seller shall pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Purchaser and the denominator of which is the total dollar amount subject to the Dispute.

Disputes Regarding Closing Balance Sheet. (a) Seller will have from the time the Closing Statement is delivered to it until 5:00 p.m., Eastern time, on the date that is 30 days after the date of such delivery (such period, the “Dispute Period”) to dispute any elements of or amounts reflected on the Closing Balance Sheet that affect the calculation of the final Purchase Price or any error in the determination of the final Purchase Price set forth in the Closing Statement (the “Dispute”), but only on the basis that the amounts reflected in the Closing Statement are inaccurate or were not prepared in accordance with the requirements of Section 2.5. If Seller does not deliver to Purchaser within the Dispute Period a written notice of the Dispute that sets forth in reasonable detail the elements and amounts with which Seller disagrees (the “Dispute Notice”), then the Closing Statement will be deemed to have been accepted and agreed to by Seller in the form in which it was delivered to Seller and will be final and binding upon the Parties. If Seller delivers the Dispute Notice to Purchaser within the Dispute Period, then Purchaser and Seller will attempt to resolve the Dispute and agree in writing upon the final content of the disputed Closing Statement within 15 days after delivery of the Dispute Notice. Any amounts reflected in the Closing Statement that are not disagreed to by Seller in the Dispute Notice shall be deemed to have been accepted and agreed to by Seller and will be final and binding upon the Parties. If Seller and Purchaser are unable to resolve each element of the Dispute within such 15-day period, Purchaser will within 15 days after receipt of the Dispute Notice, notify Seller of its disagreement, which notice will set forth in reasonable detail the elements and amounts with which Purchaser disagrees (the “Dispute Response”). If Purchaser does not deliver to Seller within such 15-day period a Dispute Response, then Seller’s calculation of the Purchase Price as set forth in the Dispute Notice will be deemed to have been accepted and agreed to by Purchaser. Additionally, those items in the Dispute Response which Seller and Purchaser are able to agree in writing within such 15-day period shall be considered final and binding upon the Parties. (b) If Purchaser timely delivers the Dispute Response, Purchaser and Seller will jointly engage as the arbitrator of the Dispute one or more independent members of the dispute resolution group of PricewaterhouseCoopers LLP or, if such Person refuses to accept such appointment, another nationally recognized certified public accounting firm that has not performed accounting, tax or auditing services for Purchaser, Seller, the The Company or any of their respective Affiliates during the past three years (such Person, the “Arbitrating Accountant”). If Seller and Purchaser are unable to agree on the identity of the Arbitrating Accountant within 15 days after Purchaser’s delivery of the Dispute Response, either Seller or Purchaser may request that the American Arbitration Association appoint an independent third party accounting firm meeting the aforementioned requirements to serve as the Arbitrating Accountant. The Arbitrating Accountant’s sole function will be to resolve each element of the Dispute that has not been resolved by Seller and Purchaser, to revise the Closing Balance Sheet to reflect such resolutions and to calculate the Purchase Price based on the elements and amounts reflected on the revised Closing Balance Sheet. (c) In connection with the resolution of the Dispute, the Arbitrating Accountant will limit its review to the unresolved elements or amounts set forth in the Dispute Notice Principals and the Dispute Response. The Arbitrating Accountant may, at its discretion, conduct one or more conferences concerning the Dispute, at which conferences each of Seller and Purchaser will have the right to present additional documents, materials and other information they reasonably deem are relevant to the Arbitrating Accountant’s determination and to have present their respective advisors, counsel and accountants; provided that Purchaser and Seller will be limited by their respective positions in the Dispute Notice and the Dispute Response. In connection with the resolution of the Dispute, there shall not be any other hearings or oral examinations, testimony, depositions, discovery or other similar Proceedings. Each of Seller and Purchaser will make available to the other Party and the Arbitrating AccountantAuditors, as the case may be, such documentsshall furnish the Purchaser and its accountants (the "Purchaser's Auditors") and agents with full access, upon reasonable prior notice, to all working papers, books, records, work papers, facilities, personnel financial data and other information as such Party or documentation used in the Arbitrating Accountant may reasonably request calculation of the Closing Net Worth. Disputes with respect to review the Closing Balance Sheet shall be dealt with as follows: (i) Triumph-Delaware and the Company Principals shall have fifteen (15) days after receipt of the Closing Balance Sheet (the "Dispute Period") to dispute any of the elements of or amounts reflected in the Closing Balance Sheet (a "Balance Sheet Dispute"). If Triumph-Delaware or the Company Principals has a Balance Sheet Dispute, Triumph-Delaware or the Company Principals, as the case may be, shall deliver to the other parties to this Agreement written notice (a "Dispute Notice") within the Dispute Period, setting forth in reasonable detail a description of the Balance Sheet Dispute. Within ten (10) business days after the delivery of any such Dispute Notice, the Company Principals and Triumph-Delaware shall meet at a mutually acceptable time and place and thereafter as often as such parties reasonably deem necessary and shall, in good faith, cooperate in an attempt to resolve such Balance Sheet Dispute and agree in writing upon an appropriate adjustment to the DisputeClosing Net Worth as reflected in the Closing Balance Sheet. (dii) The Arbitrating Accountant will If any Balance Sheet Dispute is not finally resolved within twenty (20) business days after the delivery of a Dispute Notice, as promptly as possibleaforesaid, or if the parties shall fail to meet within ten (10) business days after the delivery of any such Dispute Notice, then the Balance Sheet Dispute shall be referred to an independent nationally recognized certified public accounting firm selected by the Purchaser and the Company Principals (the "Balance Sheet Arbitrator") for resolution in accordance with the terms hereof (the "Balance Sheet Arbitration"), and in any event as soon as practicable. (iii) In the event that the accounting firm selected by the Purchaser and the Company Principals is then unwilling or unable to serve as the Balance Sheet Arbitrator, the parties hereto shall select by mutual written agreement another independent nationally recognized certified public accounting firm to serve as the Balance Sheet Arbitrator. (iv) The Balance Sheet Arbitrator shall hold a hearing within 15 thirty (30) days after of the date submission of the Balance Sheet Dispute for arbitration (the "Balance Sheet Hearing") and shall render a decision within thirty (30) days of the conclusion of such hearing. In preparation for its appointmentpresentation at such Balance Sheet Hearing, render its decision on each element Triumph-Delaware, the Purchaser and the Company Principals may depose such directors, officers, employees or agents of the Companies, and such other persons as they may deem reasonably necessary for such preparation. Triumph-Delaware and the Company Principals may file with the Balance Sheet Arbitrator such briefs, affidavits and supporting documents as they deem appropriate. The Balance Sheet Arbitrator shall have the same access as the Purchaser to any documentation used in the Dispute in writing to Seller and Purchaser, together with a revised Closing Balance Sheet reflecting its decision and a revised Closing Statement reflecting its calculation of the Purchase Price based on the elements and amounts reflected on the revised Closing Balance SheetNet Worth. In resolving the Dispute, the Arbitrating Accountant will be bound Any decision made by the provisions Balance Sheet Arbitrator within the scope of its authority shall be final, binding and non-appealable. (v) The Balance Sheet Arbitrator shall only be authorized on any one issue to decide in favor of and choose the position of either of the parties to the Balance Sheet Arbitration or to decide upon a compromise position between the ranges presented by the parties to such arbitration. The Balance Sheet Arbitrator shall base its decision solely upon the presentations of the parties to the Balance Sheet Arbitration at the Balance Sheet Hearing and any materials made available under clauses (iv) or (vi) hereof and not upon independent review. (vi) The Balance Sheet Arbitrator's decision regarding its final resolution of any Balance Sheet Dispute (the "Arbitrator's Decision") shall be in writing, shall set forth the calculations made in reaching its decision, shall describe the manner in which such calculations were made and shall include a representation that the manner so used was in accordance with GAAP and the specific terms of this Agreement and may not revise any element relative to the calculation of the Closing Net Worth. The Arbitrator's Decision shall specifically set forth the amount of any adjustment required to be made to the Redemption Price pursuant to Section 2.3(a) or (b), as the case may be. (vii) Any such Balance Sheet that is not contested Hearing shall take place in New York, New York unless the Dispute Notice or the Dispute Response or assign a value to any disputed element of the Closing parties shall mutually agree on another location. The Balance Sheet greater than Hearing shall be governed by the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party in the Dispute Notice or the Dispute ResponseUnited States Arbitration Act, 9 U.S.C. ▇▇.▇▇. Each of the Arbitrating Accountant’s decision, the revised Closing Balance Sheet and the revised calculation of the Purchase Price will be final and binding upon the Parties1 though 16, and judgment upon the award of the Balance Sheet Arbitrator may be entered on the award. Seller and Purchaser shall share the by any court having jurisdiction thereof. (viii) The fees and expenses of the Arbitrating Accountant Balance Sheet Arbitrator shall be borne (A) by Triumph-Delaware in inverse proportion the event that the Company Principals' calculation of the Closing Net Worth was closer in dollar amounts to the relative Balance Sheet Arbitrator's determination than was the Purchaser's calculation thereof, and (B) by the Company Principals in the event that the Purchaser's calculation of the Closing Net Worth was closer in dollar amounts subject to the Dispute determined Balance Sheet Arbitrator's determination than was the Company Principals' calculation thereof. Notwithstanding the foregoing, each of the parties hereto shall bear their own costs and expenses related to any such Balance Sheet Arbitration. Upon the request of the Balance Sheet Arbitrator, the Company Principals, Triumph-Delaware and Purchaser agree to enter into an arbitration agreement providing reasonable protection to the Balance Sheet Arbitrator, in favor such form as may be mutually acceptable to the Balance Sheet Arbitrator and the Company Principals, Triumph-Delaware and Purchaser. (ix) If the Balance Sheet Arbitrator determines that the amount of such Party, the Closing Net Worth requires an adjustment to the Redemption Price in accordance with Section 2.3(a) or (b) hereof, then the following formulas: (i) Purchaser Redemption Price shall be adjusted in accordance with such determination. In the event of a reduction in the Redemption Price pursuant to Section 2.3(a), then each Company Principal shall pay 50% of the amount thereof to Triumph-Delaware, within ten (10) days of receipt of a portion copy of such fees and expenses equal the Balance Sheet Arbitrator's determination. In the event of an increase in the Redemption Price pursuant to Section 2.3(b), then Triumph-Delaware shall pay the amount thereof to the total fees and expenses multiplied by Company Principals, one half to each, within ten (10) days of receipt of a fraction, copy of the numerator of which is the dollar amount subject to the Dispute resolved in favor of Seller and the denominator of which is the total dollar amount subject to the Dispute and (ii) Seller shall pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Purchaser and the denominator of which is the total dollar amount subject to the DisputeBalance Sheet Arbitrator's determination.

Disputes Regarding Closing Balance Sheet. Disputes with respect to the Closing Balance Sheet shall be dealt with as follows: (a) Seller will ▇▇▇▇▇▇ shall have from the time sixty (60) days after receipt of the Closing Statement is delivered to it until 5:00 p.m., Eastern time, on Balance Sheet from Seller (the date that is 30 days after the date of such delivery (such period, the “Dispute Period”"DISPUTE PERIOD") to dispute any of the elements of or amounts reflected on the Closing Balance Sheet that affect the calculation of the final Purchase Price or any error in the determination of the final Purchase Price set forth in the Closing Statement (the “Dispute”a "DISPUTE"), but only on the basis that the amounts reflected in the Closing Statement are inaccurate or were not prepared in accordance with the requirements of Section 2.5. If Seller ▇▇▇▇▇▇ does not deliver to Purchaser give written notice of a Dispute within the Dispute Period to Seller (a written notice of "DISPUTE NOTICE"), the Closing Balance Sheet shall be deemed to have been accepted and agreed to by ▇▇▇▇▇▇ in the form in which it was delivered by Seller, and shall be final and binding upon the parties hereto. If ▇▇▇▇▇▇ has a Dispute, ▇▇▇▇▇▇ shall give Seller a Dispute "*SEE PAGE ONE OF EXHIBIT" Notice within the Dispute that sets Period, setting forth in reasonable detail the elements and amounts with which Seller disagrees it disagrees. Within thirty (the “30) days after delivery of such Dispute Notice”), then the Closing Statement will be deemed to have been accepted and agreed to by Seller in the form in which it was delivered to Seller and will be final and binding upon the Parties. If Seller delivers the Dispute Notice to Purchaser within the Dispute Period, then Purchaser and Seller will parties hereto shall attempt to resolve the such Dispute and agree in writing upon the final content of the disputed Closing Statement within 15 days after delivery of the Dispute Notice. Any amounts reflected in the Closing Statement that are not disagreed to by Seller in the Dispute Notice shall be deemed to have been accepted and agreed to by Seller and will be final and binding upon the Parties. If Seller and Purchaser are unable to resolve each element of the Dispute within such 15-day period, Purchaser will within 15 days after receipt of the Dispute Notice, notify Seller of its disagreement, which notice will set forth in reasonable detail the elements and amounts with which Purchaser disagrees (the “Dispute Response”). If Purchaser does not deliver to Seller within such 15-day period a Dispute Response, then Seller’s calculation of the Purchase Price as set forth in the Dispute Notice will be deemed to have been accepted and agreed to by Purchaser. Additionally, those items in the Dispute Response which Seller and Purchaser are able to agree in writing within such 15-day period shall be considered final and binding upon the PartiesBalance Sheet. (b) If Purchaser timely delivers the Dispute Response, Purchaser ▇▇▇▇▇▇ and Seller will jointly engage are unable to resolve any Dispute within the thirty (30) day period after Seller's receipt of a Dispute Notice, the New York office of the certified public accounting firm of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (the "ARBITRATING ACCOUNTANT") shall be engaged as arbitrator hereunder to settle such Dispute as soon as practicable. In the event ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP is unwilling or unable to serve as the arbitrator of Arbitrating Accountant, the Dispute one or more independent members of the dispute resolution group of PricewaterhouseCoopers LLP or, if such Person refuses to accept such appointment, parties hereto shall select by mutual agreement another nationally recognized certified public accounting firm that firm, who is not rendering (and during the preceding two-year period has not performed accountingrendered) services to either Parent, tax or auditing services for Purchaser, Seller, the Company ▇▇▇▇▇▇ or any of their respective Affiliates during the past three years (such Personaffiliates, the “Arbitrating Accountant”). If Seller and Purchaser are unable to agree on the identity of the Arbitrating Accountant within 15 days after Purchaser’s delivery of the Dispute Response, either Seller or Purchaser may request that the American Arbitration Association appoint an independent third party accounting firm meeting the aforementioned requirements to serve as the Arbitrating Accountant. The Arbitrating Accountant’s sole function will be to resolve each element of the Dispute that has not been resolved by Seller and Purchaser, to revise the Closing Balance Sheet to reflect such resolutions and to calculate the Purchase Price based on the elements and amounts reflected on the revised Closing Balance Sheet. (c) In connection with the resolution of the any Dispute, the Arbitrating Accountant will limit its review shall have access to the unresolved elements or amounts set forth in the Dispute Notice and the Dispute Response. The Arbitrating Accountant may, at its discretion, conduct one or more conferences concerning the Dispute, at which conferences each of Seller and Purchaser will have the right to present additional all documents, materials and other information they reasonably deem are relevant to the Arbitrating Accountant’s determination and to have present their respective advisors, counsel and accountants; provided that Purchaser and Seller will be limited by their respective positions in the Dispute Notice and the Dispute Response. In connection with the resolution of the Dispute, there shall not be any other hearings or oral examinations, testimony, depositions, discovery or other similar Proceedings. Each of Seller and Purchaser will make available to the other Party and the Arbitrating Accountant, as the case may be, such documents, books, records, work papers, facilities, facilities and personnel and other information necessary to perform its function as such Party or arbitrator. The arbitration before the Arbitrating Accountant may reasonably request to review shall be conducted in accordance with the Closing Balance Sheet and to resolve commercial arbitration rules of the Dispute. (d) American Arbitration Association. The Arbitrating Accountant will as promptly as possible, and in any event within 15 days after the date of its appointment, render its decision on each element in the Dispute in writing to Seller and Purchaser, together Accountant's award with a revised Closing Balance Sheet reflecting its decision and a revised Closing Statement reflecting its calculation of the Purchase Price based on the elements and amounts reflected on the revised Closing Balance Sheet. In resolving the Dispute, the Arbitrating Accountant will be bound by the provisions of this Agreement and may not revise any element of the Closing Balance Sheet that is not contested in the Dispute Notice or the Dispute Response or assign a value respect to any disputed element of the Closing Balance Sheet greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party in the Dispute Notice or the Dispute Response. Each of the Arbitrating Accountant’s decision, the revised Closing Balance Sheet and the revised calculation of the Purchase Price will shall be final and binding upon the Partiesparties hereto, and judgment may be entered on the award. Seller Parent and Purchaser ▇▇▇▇▇▇ shall share each pay one-half of the fees and expenses of the Arbitrating Accountant in inverse proportion with respect to the relative amounts subject to the Dispute determined in favor of such Party, in accordance with the following formulas: (i) Purchaser shall pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Seller and the denominator of which is the total dollar amount subject to the Dispute and (ii) Seller shall pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Purchaser and the denominator of which is the total dollar amount subject to the any Dispute.

Disputes Regarding Closing Balance Sheet. (a) Seller will have from the time Within 30 days following receipt of the Closing Statement is delivered to it until 5:00 p.m., Eastern time, on the date that is 30 days after the date of such delivery (such period, the “Dispute Period”) ), the Representative may provide written notice to dispute any elements Purchaser disputing all or a part of or amounts reflected on the Closing Balance Sheet that affect the calculation of the final Purchase Price or any error in the determination of the final Purchase Price set forth Closing Consideration in the Closing Statement (the “Dispute”), but only on the basis that the amounts reflected in the Closing Statement are inaccurate or were not prepared in accordance with the requirements of Section 2.5. If Seller does not deliver to Purchaser within the Dispute Period a written notice of the Dispute that sets setting forth in reasonable detail the elements and amounts with which Seller the Representative disagrees (the “Dispute Notice”). If the Representative does not deliver to Purchaser a Dispute Notice within the Dispute Period, then the Closing Statement will be deemed to have been accepted and agreed to by Seller the Representative in the form in which it was delivered to Seller and will be final and binding upon on the Parties. If Seller the Representative delivers the Dispute Notice to Purchaser within the Dispute Period, then Purchaser and Seller the Representative will attempt use reasonable efforts to resolve the Dispute and agree in writing upon the final content of the disputed Closing Statement within 15 30 days after delivery following receipt of the Dispute Notice. Any amounts reflected in the Closing Statement that are not disagreed to by Seller in the Dispute Notice shall be deemed to have been accepted and agreed to by Seller and will be final and binding upon the Parties. If Seller and Purchaser are unable to resolve each element of the Dispute within such 15-day period, Purchaser will within 15 days after receipt of the Dispute Notice, notify Seller of its disagreement, which notice will set forth in reasonable detail the elements and amounts with which Purchaser disagrees (the “Dispute Response”). If Purchaser does not deliver to Seller within such 15-day period a Dispute Response, then Selleragrees with the Representative’s calculation of the Purchase Price as set forth Closing Consideration in the Closing Statement, then the Representative’s calculation of the Closing Consideration in the Dispute Notice will be deemed to have been accepted and agreed to by Purchaser. Additionally, those items in the Dispute Response which Seller and Purchaser are able to agree in writing within such 15-day period shall be considered final and binding upon on the Parties. (b) If Purchaser timely delivers and the Representative cannot resolve each element of the Dispute Responsewithin such 30-day period, then Purchaser and Seller the Representative will jointly engage as the arbitrator of arbitrating expert resolving the Dispute one or more independent members (having no conflict of interest) of the dispute resolution group of PricewaterhouseCoopers LLP or, if such Person refuses to accept such appointment, another nationally recognized certified public a “Big 4” accounting firm that has not performed accounting, tax or auditing services for Purchaser, Seller, reasonably acceptable to the Company or any of their respective Affiliates during the past three years Representative and Purchaser (such Person, the “Arbitrating AccountantAccounting Firm”). If Seller the Representative and Purchaser are unable unable, after reasonable effort, to agree on the identity of the Arbitrating Accountant within 15 days after Purchaser’s delivery Accounting Firm, then either of them may apply to any court of competent jurisdiction to appoint the Dispute Response, either Seller or Purchaser may request that the American Arbitration Association appoint an independent third party accounting firm meeting the aforementioned requirements to serve as the Arbitrating AccountantAccounting Firm. The Arbitrating AccountantAccounting Firm’s sole function will be to resolve each element of the Dispute that has not been resolved by Seller Purchaser and Purchaserthe Representative as an accounting expert and not as an arbitrator, to revise the Closing Balance Sheet to reflect such resolutions resolutions, and to calculate the Purchase Price Closing Consideration based on the elements and amounts reflected on the revised Closing Balance Sheet. (c) In connection with the resolution of the Dispute, the Arbitrating Accountant Accounting Firm will limit its review to the unresolved elements or amounts set forth in positions submitted by the Dispute Notice Representative and the Dispute ResponsePurchaser. The Arbitrating Accountant may, at its discretion, Accounting Firm may conduct one or more conferences a conference concerning the Dispute, at which conferences conference each of Seller Purchaser and Purchaser will have the right to Representative may present additional documents, materials and other information they reasonably deem are relevant to the Arbitrating Accountant’s determination and to have present their respective advisors, counsel and accountants; provided that Purchaser and Seller the Representative will be limited by their respective positions in submitted to the Dispute Notice and the Dispute ResponseAccounting Firm. In connection with the resolution of the Dispute, there shall not may be any no other hearings or oral examinations, testimony, depositions, discovery or other similar Proceedings. Each of Seller Purchaser and Purchaser the Representative will make available provide to the other Party and the Arbitrating Accountant, as the case may be, Accounting Firm during business hours and upon reasonable notice such documents, books, records, work papers, facilities, personnel papers and other information finance and accounting employees as such Party or the Arbitrating Accountant Accounting Firm may reasonably request to review the Closing Balance Sheet and to resolve the Dispute. (d) The Arbitrating Accountant Accounting Firm will as promptly as possiblepromptly, and in any event no later than within 15 days 30 days, after the date of its appointment, render its decision appointment decide on each element in the Dispute in writing to Seller Purchaser and Purchaserthe Representative, together with a revised Closing Balance Sheet reflecting its decision and a revised Closing Statement reflecting its calculation of the Purchase Price Closing Consideration based on the elements its calculation of Cash, Working Capital, Indebtedness and amounts reflected on the revised Closing Balance SheetTransaction Expenses. In resolving the Dispute, the Arbitrating Accountant Accounting Firm will be bound by the provisions of this Agreement and may not revise any no element of the Closing Balance Sheet that is not contested in by the Dispute Notice Representative or the Dispute Response Purchaser or assign a value to any disputed element of the Closing Balance Sheet greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party in the Dispute Notice or the Dispute ResponseParty. Each of the Arbitrating AccountantAccounting Firm’s decision, the revised Closing Balance Sheet Sheet, and the revised calculation of the Purchase Price Closing Consideration will be final and binding upon on the Parties, and judgment may be entered thereon. The Representative, on behalf of the award. Seller Sellers solely in its capacity as Representative and not in its individual capacity, and Purchaser shall will share the fees and expenses of the Arbitrating Accountant Accounting Firm in inverse proportion to the relative amounts subject to the Dispute determined in favor of such Party, in accordance with the following formulas: (i) Purchaser shall will pay a portion of such fees and expenses equal to the total fees fees, costs and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Seller the Representative and the denominator of which is the total dollar amount subject to the Dispute Dispute, and (ii) Seller shall the Representative, on behalf of the Sellers, will pay a portion of such fees fees, costs and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Purchaser and the denominator of which is the total dollar amount subject to the Dispute. Notwithstanding the foregoing, each of Purchaser and the Representative, on behalf of the Sellers solely in its capacity as Representative and not in its individual capacity, will pay the fees, costs and expenses of their respective attorneys, accountants and other representatives in the Dispute. (e) The date on which the Closing Balance Sheet and the Closing Consideration is finally determined in accordance with this Section 2.11 is referred to as the “Determination Date”.

Disputes Regarding Closing Balance Sheet. Buyer shall make available to the Shareholders’ Representative the books, records and personnel of the Company and the Subsidiaries which the Shareholders’ Representative requires in order to review the Closing Balance Sheet and Buyer’s determination of Cash Equivalents, Closing Working Capital and Indebtedness. Disputes with respect to the Closing Balance Sheet shall be resolved as follows: (a) Seller will The Shareholders’ Representative shall have from thirty (30) days following the time the Closing Statement is delivered to it until 5:00 p.m., Eastern time, on the date that is 30 days after the date of such delivery Delivery Date (such period, the “Dispute Period”) to dispute any of the elements of or amounts reflected on the Closing Balance Sheet that affect and affecting the calculation of the final Purchase Merger Price or any error in the determination of the final Purchase Price set forth in the Closing Statement Per Share Amount (the a “Dispute”), but only on the basis that the amounts reflected in the Closing Statement are inaccurate or were not prepared in accordance with the requirements of Section 2.5. If Seller the Shareholders’ Representative does not deliver give to Purchaser within the Dispute Period a Buyer written notice of the a Dispute that sets forth in reasonable detail the elements and amounts with which Seller disagrees (the a “Dispute Notice”)) within the Dispute Period, then the Closing Statement will Balance Sheet shall be deemed to have treated as if it had been accepted and agreed to by Seller the Shareholders’ Representative in the form in which it was delivered to Seller delivered, and will shall be final and binding upon the Partiesparties hereto. If Seller delivers the Shareholders’ Representative has a Dispute, the Shareholders’ Representative shall give Buyer a Dispute Notice to Purchaser within the Dispute Period, then Purchaser setting forth the elements and Seller will amounts with which it disagrees. Within thirty (30) days after delivery of the Dispute Notice, Buyer and the Shareholders’ Representative shall attempt to resolve the Dispute and agree in writing upon the final content of the disputed Closing Statement within 15 days after delivery of the Dispute Notice. Any amounts reflected in the Closing Statement that are not disagreed to by Seller in the Dispute Notice shall be deemed to have been accepted and agreed to by Seller and will be final and binding upon the Parties. If Seller and Purchaser are unable to resolve each element of the Dispute within such 15-day period, Purchaser will within 15 days after receipt of the Dispute Notice, notify Seller of its disagreement, which notice will set forth in reasonable detail the elements and amounts with which Purchaser disagrees (the “Dispute Response”). If Purchaser does not deliver to Seller within such 15-day period a Dispute Response, then Seller’s calculation of the Purchase Price as set forth in the Dispute Notice will be deemed to have been accepted and agreed to by Purchaser. Additionally, those items in the Dispute Response which Seller and Purchaser are able to agree in writing within such 15-day period shall be considered final and binding upon the PartiesBalance Sheet. (b) If Purchaser timely delivers Buyer and the Shareholders’ Representative are unable to resolve any Dispute Responsewithin the thirty (30) day period following the Shareholders’ Representative’s delivery of a Dispute Notice, Purchaser the Shareholders’ Representative and Seller will Buyer shall jointly engage as the arbitrator Los Angeles office of the Dispute one or more independent members of the dispute resolution group of PricewaterhouseCoopers Ernst & Young LLP or, if such Person refuses to accept such appointment, another nationally recognized certified public accounting firm that has not performed accounting, tax or auditing services for Purchaser, Seller, the Company or any of their respective Affiliates during the past three years (such Person, the “Arbitrating Accountant”)) as arbitrator. If Seller and Purchaser are Ernst & Young LLP is unable or unwilling to agree on the identity of serve as Arbitrating Accountant, the Arbitrating Accountant within 15 days after Purchaser’s delivery shall be the Los Angeles office of the Dispute Response, either Seller or Purchaser may request that the American Arbitration Association appoint an independent third party accounting firm meeting selected promptly by agreement of Buyer and the aforementioned requirements to serve as the Arbitrating AccountantShareholders’ Representative. The Arbitrating Accountant’s sole function will be to resolve each element of the Dispute that has not been resolved by Seller and Purchaser, to revise the Closing Balance Sheet to reflect such resolutions and to calculate the Purchase Price based on the elements and amounts reflected on the revised Closing Balance Sheet. (c) In connection with the resolution of the any Dispute, the Arbitrating Accountant will limit shall have access to all documents, records, work papers, facilities and personnel necessary to perform its review function as arbitrator. The Arbitrating Accountant’s function shall solely be to resolve the unresolved elements or amounts set forth in the Dispute Notice Dispute. The Arbitrating Accountant shall allow Buyer and the Dispute ResponseShareholders’ Representative (and their respective representatives) to present their respective positions regarding the Dispute. The Arbitrating Accountant may, at its discretion, conduct one or more conferences a conference concerning the Dispute, at which conferences conference each of Seller and Purchaser will party shall have the right to present additional documents, materials and other information they reasonably deem are relevant to the Arbitrating Accountant’s determination and to have present their respective its advisors, counsel and accountants; provided that Purchaser and Seller will be limited by their respective positions in the Dispute Notice and the Dispute Response. In connection with the resolution of the Disputesuch process, there shall not be any no other hearings or any oral examinations, testimony, depositions, discovery or other similar Proceedingsproceedings. Each of Seller and Purchaser will make available to the other Party and the Arbitrating Accountant, as the case may be, such documents, books, records, work papers, facilities, personnel and other information as such Party or the Arbitrating Accountant may reasonably request to review the Closing Balance Sheet and to resolve the Dispute. (d) The Arbitrating Accountant will as shall thereafter promptly as possible, and in any event within 15 days after the date of its appointment, render its decision on each element in the Dispute question in writing to Seller and Purchaser, together with a revised Closing Balance Sheet reflecting its decision and a revised Closing Statement reflecting its calculation of finalize the Purchase Price based on the elements and amounts reflected on the revised Closing Balance Sheet. In resolving the Dispute, the Arbitrating Accountant will be bound by the provisions of this Agreement and may not revise any element of the Closing Balance Sheet that is not contested in the Dispute Notice or the Dispute Response or assign a value to any disputed element of the Closing Balance Sheet greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party in the Dispute Notice or the Dispute Response. Each of the Arbitrating Accountant’s decision, the revised Closing Balance Sheet and the revised calculation of the Purchase Price will Such written determination shall be final and binding upon the Partiesparties hereto, and judgment may be entered on the award. Seller and Purchaser Upon the resolution of all Disputes, the Closing Balance Sheet shall share be revised to reflect the resolution. The fees and expenses of the Arbitrating Accountant in inverse proportion to shall be paid half by the relative amounts subject to Shareholders’ Representative on behalf of the Dispute determined in favor of such PartyShareholders, in accordance with on the following formulas: (i) Purchaser shall pay a portion of such fees one hand, and expenses equal to half by Buyer, on the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Seller and the denominator of which is the total dollar amount subject to the Dispute and (ii) Seller shall pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Purchaser and the denominator of which is the total dollar amount subject to the Disputeother hand.

Disputes Regarding Closing Balance Sheet. (a) Seller will shall have from the time the Closing Statement is delivered to it until 5:00 p.m., Eastern time, on the date that is 30 days after the date of such delivery that the Closing Balance Sheet was delivered (such period, the “Dispute Period”) to dispute any elements of or amounts reflected on the Closing Balance Sheet that affect the calculation of the final Purchase Price or any error in the determination of the final Purchase Price set forth in the Closing Statement Cash Portion (the “Dispute”), but only on the basis that the amounts reflected in the Closing Statement are inaccurate or were not prepared in accordance with the requirements of Section 2.5. If Seller does not deliver give to Purchaser within the Dispute Period a written notice of the Dispute that sets forth in reasonable detail the elements and amounts with which Seller Purchaser disagrees (the a “Dispute Notice”)) within the Dispute Period, then the Closing Statement will Balance Sheet shall be deemed to have been accepted and agreed to by Seller in the form in which it was delivered to Seller and will shall be final and binding upon the Partiesparties. If Seller delivers the a Dispute Notice to Purchaser within the Dispute Period, then Purchaser and Seller will shall attempt to resolve the Dispute and agree in writing upon the final content of the disputed Closing Statement Balance Sheet within 15 30 days after delivery of the such Dispute Notice. Any amounts reflected in the Closing Statement that are not disagreed to by . (b) If Purchaser and Seller in the Dispute Notice shall be deemed to have been accepted and agreed to by Seller and will be final and binding upon the Parties. If Seller and Purchaser are unable to resolve each element of the Dispute within such 15-day period, Purchaser will within 15 days after receipt of the Dispute Notice, notify Seller of its disagreement, which notice will set forth in reasonable detail the elements and amounts with which Purchaser disagrees (the “Dispute Response”). If Purchaser does not deliver to Seller within such 1530-day period after Purchaser’s receipt of a Dispute Response, then Seller’s calculation of the Purchase Price as set forth in the Dispute Notice will be deemed to have been accepted and agreed to by Purchaser. Additionally, those items in the Dispute Response which Seller and Purchaser are able to agree in writing within such 15-day period shall be considered final and binding upon the Parties. (b) If Purchaser timely delivers the Dispute ResponseNotice, Purchaser and Seller will shall jointly engage as the arbitrator of the Dispute one or more independent members of the dispute resolution group of PricewaterhouseCoopers LLP or, if such Person refuses to accept such appointment, another a nationally recognized certified public accounting firm that has not performed accounting, tax or auditing services for Purchaser, Seller, the Company or any of their respective Affiliates during the past three years as the arbitrator of the Dispute (such Person, the “Arbitrating Accountant”). If Purchaser and Seller and Purchaser are unable to agree on the identity of the Arbitrating Accountant within 15 days after Purchaser’s delivery Accountant, the accountants of the Dispute Response, either Purchaser and Seller or Purchaser may request that the American Arbitration Association appoint an independent third party accounting firm meeting the aforementioned requirements to serve as shall jointly select the Arbitrating Accountant. The Arbitrating Accountant’s sole function will shall be to resolve each element of the Dispute that has not been resolved by Seller and Purchaser, to revise conform the Closing Balance Sheet to reflect such resolutions the requirements of Sections 1.3 and 1.4 and to calculate the Purchase Price Cash Portion in accordance with the terms of this Agreement based on the elements and amounts reflected on the revised Closing Balance Sheet. (c) In connection with the resolution of the Dispute, the Arbitrating Accountant will limit its review shall allow Purchaser and Seller to present their respective positions regarding the unresolved elements or and amounts set forth of the Closing Balance Sheet in the Dispute Notice and the Dispute Responsedispute. The Arbitrating Accountant may, at its discretion, conduct one or more conferences a conference concerning the Dispute, at which conferences each of conference Purchaser and Seller and Purchaser will shall have the right to present additional documents, materials and other information they reasonably deem are relevant to the Arbitrating Accountant’s determination and to have present their respective advisors, counsel and accountants; provided that Purchaser and Seller will be limited by their respective positions in the Dispute Notice and the Dispute Response. In connection with the resolution of the Dispute, there shall not be any no other hearings or oral examinations, testimony, depositions, discovery or other similar Proceedingsproceedings. Each of Purchaser and Seller and Purchaser will shall make available to the other Party party and the Arbitrating Accountant, as the case may be, such documents, books, records, work papers, facilities, personnel and other information as such Party party or the Arbitrating Accountant may reasonably request to review the Closing Balance Sheet and to resolve the Dispute. (d) In resolving any disputed item, the Arbitrating Accountant (i) shall be bound by the provisions of this Section 1.5, (ii) 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 either Seller, on the one hand, or Purchaser, on the other hand and (iii) shall limit its decision to such items as are in dispute. (e) The Arbitrating Accountant will shall as promptly as possible, and in any event within 15 30 days after the date of its appointment, render its decision on each element in the Dispute in writing to Seller Purchaser and PurchaserSeller, together with a revised Closing Balance Sheet reflecting its decision and a revised Closing Statement reflecting its calculation of the Purchase Price Cash Portion based on the elements and amounts reflected on the revised Closing Balance Sheet. In resolving the Dispute, the Arbitrating Accountant will be bound by the provisions of this Agreement and may not revise any element of the Closing Balance Sheet that is not contested in the Dispute Notice or the Dispute Response or assign a value to any disputed element of the Closing Balance Sheet greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party in the Dispute Notice or the Dispute Response. Each of the Arbitrating Accountant’s decision, the revised Closing Balance Sheet and the revised calculation of the Purchase Price will Cash Portion shall be final and binding upon the Parties, parties and judgment may be entered on the award. Seller and Purchaser The Arbitrating Accountant shall share determine the proportion of its fees and expenses of to be paid by Seller, on the one hand, and Purchaser, on the other hand, based on the degree to which the Arbitrating Accountant in inverse proportion to has accepted the relative amounts subject to positions of the Dispute determined in favor of such Party, in accordance with the following formulas: (i) Purchaser shall pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Seller and the denominator of which is the total dollar amount subject to the Dispute and (ii) Seller shall pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Purchaser and the denominator of which is the total dollar amount subject to the Disputerespective parties.

Disputes Regarding Closing Balance Sheet. (a) Seller will have from the time Disputes with respect to the Closing Statement is delivered to it until 5:00 p.m., Eastern time, on the date that is 30 Balance Sheet shall be dealt with as follows: (i) The Buyer shall have thirty (30) days after receipt of the date of such delivery Closing Balance Sheet (such period, the “"Dispute Period”") to dispute any of the elements of or amounts reflected on in the Closing Balance Sheet that affect the calculation of the final Purchase Price or any error in the determination of the final Purchase Price set forth in the Closing Statement (the “a "Balance Sheet Dispute”"), but only on the basis that the amounts reflected in the Closing Statement are inaccurate or were not prepared in accordance with the requirements of Section 2.5. If Seller does not the Buyer has a Balance Sheet Dispute, the Buyer shall deliver to Purchaser within the Dispute Period a Seller and Seller's Auditors written notice of the Dispute that sets forth in reasonable detail the elements and amounts with which Seller disagrees (the “a "Dispute Notice”), then the Closing Statement will be deemed to have been accepted and agreed to by Seller in the form in which it was delivered to Seller and will be final and binding upon the Parties. If Seller delivers the Dispute Notice to Purchaser ") within the Dispute Period, then Purchaser setting forth in reasonable detail a description of the Balance Sheet Dispute. Within ten (10) days after the Buyer's delivery of any such Dispute Notice, the Seller, the Seller's Auditors, and the Buyer and Buyer's accounting representatives ("Buyer's Auditors") shall meet at a mutually acceptable time and place and thereafter as often as Seller will and Buyer reasonably deem necessary and shall, in good faith, cooperate in an attempt to resolve the such Balance Sheet Dispute and agree in writing upon an appropriate adjustment to the final content of the disputed Closing Statement within 15 days after delivery of the Dispute Notice. Any amounts Net Asset Value as reflected in the Closing Statement that are not disagreed Balance Sheet. Without limiting the generality of the foregoing, in connection with any such Balance Sheet Dispute, the Seller and the Seller's Auditors agree to by Seller furnish the Buyer and Buyer's Auditors and agents with full access, upon reasonable prior notice and during normal business hours, to all working papers, books, records, financial data and other documentation used in the Dispute Notice shall be deemed to have been accepted and agreed to by Seller and will be final and binding upon the Parties. If Seller and Purchaser are unable to resolve each element calculation of the Net Asset Value. (ii) If any Balance Sheet Dispute is not finally resolved within such 15-day period, Purchaser will within 15 twenty (20) days after receipt of the Buyer shall have delivered a Dispute Notice, notify as aforesaid, or if the parties shall fail to meet within ten (10) days after the Buyer's delivery of any such Dispute Notice, then the Balance Sheet Dispute shall be referred to an independent big six accounting firm jointly selected by the Buyer and the Seller of its disagreement, which notice will set forth in reasonable detail the elements and amounts with which Purchaser disagrees (the “Dispute Response”"Balance Sheet Arbitrator") for resolution in accordance with the terms hereof (the "Balance Sheet Arbitration"), and in any event as soon as practicable. If Purchaser does The Balance Sheet Arbitrator shall not deliver to have represented, nor had any other business or financial relationship with, Seller or Buyer or any affiliate thereof within such 15-day period a Dispute Response, then Seller’s calculation of the Purchase Price as set forth in the Dispute Notice will be deemed to have been accepted and agreed to by Purchaser. Additionally, those items in the Dispute Response which Seller and Purchaser are able to agree in writing within such 15-day period shall be considered final and binding upon the Partiespast five years. (biii) If Purchaser timely delivers In the Dispute Response, Purchaser event that the accounting firm jointly selected by the Buyer and the Seller will jointly engage is then unwilling or unable to serve as the arbitrator of Balance Sheet Arbitrator, the Dispute one or more independent members of the dispute resolution group of PricewaterhouseCoopers LLP or, if such Person refuses to accept such appointment, parties hereto shall select by mutual written agreement another nationally recognized certified public accounting firm that has not performed accounting, tax or auditing services for Purchaser, Seller, the Company or any of their respective Affiliates during the past three years (such Person, the “Arbitrating Accountant”). If Seller and Purchaser are unable to agree on the identity of the Arbitrating Accountant within 15 days after Purchaser’s delivery of the Dispute Response, either Seller or Purchaser may request that the American Arbitration Association appoint an independent third party accounting firm meeting the aforementioned requirements to serve as the Arbitrating Accountant. The Arbitrating Accountant’s sole function will be to resolve each element of Balance Sheet Arbitrator, which firm is not then rendering (and during the Dispute that preceding five year period has not been resolved by Seller and Purchaserrendered) services to any party hereto or any affiliate thereof, to revise nor shall such firm then have or have had during the Closing past five years any other business or financial relationship with such party or affiliate thereof. In the event that a Balance Sheet to reflect such resolutions and to calculate Arbitrator is not selected, for any reason, within thirty (30) days after delivery of a Dispute Notice, the Purchase Price based on Balance Sheet Arbitrator shall be selected by the elements and amounts reflected on the revised Closing Balance SheetCPR Institute for Dispute Resolution, New York, New York. (civ) The Balance Sheet Arbitrator shall hold a hearing within thirty (30) days of the submission of the Balance Sheet Dispute for arbitration (the "Balance Sheet Hearing") and shall render a decision within thirty (30) days of the conclusion of such hearing. In connection preparation for its presentation at such Balance Sheet Hearing, either party may depose such directors, officers, employees or agents of the other party or its auditors as it may deem reasonably necessary for such preparation. Each party hereto may file with the resolution Balance Sheet Arbitrator such briefs, affidavits and supporting documents as they deem appropriate. The Seller shall afford the Balance Sheet Arbitrator with the same access as the Buyer to any documentation used in the calculation of the Dispute, Net Asset Value. Any decision made by the Arbitrating Accountant will limit its review to the unresolved elements or amounts set forth in the Dispute Notice and the Dispute Response. The Arbitrating Accountant may, at its discretion, conduct one or more conferences concerning the Dispute, at which conferences each of Seller and Purchaser will have the right to present additional documents, materials and other information they reasonably deem are relevant to the Arbitrating Accountant’s determination and to have present their respective advisors, counsel and accountants; provided that Purchaser and Seller will be limited by their respective positions in the Dispute Notice and the Dispute Response. In connection with the resolution of the Dispute, there shall not be any other hearings or oral examinations, testimony, depositions, discovery or other similar Proceedings. Each of Seller and Purchaser will make available to the other Party and the Arbitrating Accountant, as the case may be, such documents, books, records, work papers, facilities, personnel and other information as such Party or the Arbitrating Accountant may reasonably request to review the Closing Balance Sheet Arbitrator within the scope of its authority shall be final, binding and to resolve the Disputenon-appealable. (dv) The Arbitrating Accountant will as promptly as possible, Balance Sheet Arbitrator shall only be authorized on any one issue to decide in favor of and in any event within 15 days after choose the date position of its appointment, render either of the parties hereto or to decide upon a compromise position between the ranges presented by the parties to such arbitration. The Balance Sheet Arbitrator shall base its decision on each element in solely upon the Dispute in writing to Seller and Purchaser, together with a revised Closing presentations of the parties hereto at the Balance Sheet reflecting Hearing and any materials made available under (iv) or (vi) hereof and not upon independent review. (vi) The Balance Sheet Arbitrator's decision regarding its decision final resolution of any Balance Sheet Dispute (the "Arbitrator's Decision") shall be in writing, shall set forth the calculations made in reaching its decision, shall describe the manner in which such calculations were made and shall include a revised Closing Statement reflecting its representation that the manner so used was in accordance with the specific terms of this Agreement relative to the calculation of the Purchase Price based Net Asset Value. The Arbitrator's Decision shall specifically set forth the amount of any adjustment required to be made to the Initial Payment pursuant to Section 2.2. (vii) Any such Balance Sheet Arbitration shall take place in Boston, Massachusetts unless the parties shall mutually agree on the elements and amounts reflected on the revised Closing another location. The Balance Sheet. In resolving the Dispute, the Arbitrating Accountant will Sheet Arbitration shall be bound governed by the provisions of this Agreement and may not revise any element of the Closing Balance Sheet that is not contested in the Dispute Notice or the Dispute Response or assign a value to any disputed element of the Closing Balance Sheet greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party in the Dispute Notice or the Dispute Response. Each of the Arbitrating Accountant’s decisionUnited States Arbitration Act, the revised Closing Balance Sheet and the revised calculation of the Purchase Price will be final and binding upon the Parties9 U.S.C. SectionSection 1 through 16, and judgment upon the award of the Balance Sheet Arbitrator may be entered on the award. Seller and Purchaser shall share the by any court having jurisdiction thereof. (viii) The fees and expenses of the Arbitrating Accountant in inverse proportion Balance Sheet Arbitrator shall be shared equally by the Buyer and the Seller. Each of the parties hereto shall bear their own costs and expenses related to any such Balance Sheet Arbitration. Upon the request of the Balance Sheet Arbitrator, each party hereto agrees to enter into an arbitration agreement providing reasonable protection to the relative amounts subject Balance Sheet Arbitrator, in such form as may be mutually acceptable to the Dispute determined in favor Balance Sheet Arbitrator and the parties hereto. (ix) If the Balance Sheet Arbitrator determines that the value of such Party, the Net Asset Value requires an adjustment to the Initial Payment in accordance with Section 2.2 hereof, then the following formulas: (i) Purchaser Initial Payment shall be increased or decreased in accordance with such determination. In the event of an increase, the Buyer shall pay such amount to Seller within ten business days of the final determination, and in the event of a portion decrease, the Seller shall reimburse such amount to Buyer within ten business days of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Seller and the denominator of which is the total dollar amount subject to the Dispute and (ii) Seller shall pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Purchaser and the denominator of which is the total dollar amount subject to the Disputefinal determination.

Disputes Regarding Closing Balance Sheet. (a) Seller will have from the time the Closing Statement is delivered Disputes with respect to it until 5:00 p.m., Eastern time, on the date that is 30 days after the date of such delivery (such period, the “Dispute Period”) to dispute any elements of or amounts reflected on the Closing Balance Sheet that affect shall be resolved as follows: (a) Buyer shall have the calculation of the final Purchase Price or any error in the determination of the final Purchase Price set forth in the Closing Statement (the “Dispute Period to bring a Dispute”), but only on the basis that the amounts reflected in on the Closing Statement are inaccurate or Balance Sheet were not prepared presented in accordance with the requirements of Section 2.52.4 or were inaccurate. If Seller Buyer does not deliver to Purchaser within the Dispute Period give a written notice of the Dispute that sets forth in reasonable detail the elements and amounts with which Seller disagrees (the “Dispute Notice”), then the Closing Statement will Balance Sheet shall be deemed to have been accepted and agreed to by Seller Buyer in the form in which it was delivered to Seller Buyer, and will shall be final and binding upon the Partiesparties hereto. If Buyer has a Dispute, Buyer shall give Seller delivers the a Dispute Notice to Purchaser within the Dispute Period, then Purchaser setting forth in reasonable detail the items and Seller will amounts in dispute (collectively, the “Disputed Items”) (it being understood that all other items and amounts not so disputed shall be deemed final). Within thirty (30) days after delivery of such Dispute Notice, the parties hereto shall attempt to resolve the Dispute Disputed Items and agree in writing upon the final content of the disputed Closing Statement within 15 days after delivery of the Dispute Notice. Any amounts reflected in the Closing Statement that are not disagreed to by Seller in the Dispute Notice shall be deemed to have been accepted and agreed to by Seller and will be final and binding upon the Parties. If Seller and Purchaser are unable to resolve each element of the Dispute within such 15-day period, Purchaser will within 15 days after receipt of the Dispute Notice, notify Seller of its disagreement, which notice will set forth in reasonable detail the elements and amounts with which Purchaser disagrees (the “Dispute Response”). If Purchaser does not deliver to Seller within such 15-day period a Dispute Response, then Seller’s calculation of the Purchase Price as set forth in the Dispute Notice will be deemed to have been accepted and agreed to by Purchaser. Additionally, those items in the Dispute Response which Seller and Purchaser are able to agree in writing within such 15-day period shall be considered final and binding upon the Partiesbalance sheet. (b) If Purchaser timely delivers the Dispute Response, Purchaser Buyer and Seller will jointly engage as are unable to resolve any Disputed Items within the arbitrator thirty (30) day period after Seller’s receipt of the a Dispute one or more independent members of the dispute resolution group of PricewaterhouseCoopers LLP or, if such Person refuses to accept such appointment, another nationally recognized certified public accounting firm that has not performed accounting, tax or auditing services for Purchaser, Seller, the Company or any of their respective Affiliates during the past three years Notice (such Personitems and/or amounts remaining in dispute, collectively, the “Arbitrating AccountantRemaining Disputed Items”). If , Seller and Purchaser are unable to agree on the identity of Buyer shall jointly engage the Arbitrating Accountant within 15 days after Purchaser’s delivery of the Dispute Response, either Seller or Purchaser may request that the American Arbitration Association appoint an independent third party accounting firm meeting the aforementioned requirements to serve as the Arbitrating Accountantarbitrator. The Arbitrating Accountant’s sole function will be to resolve each element of the Dispute that has not been resolved by Seller and Purchaser, to revise the Closing Balance Sheet to reflect such resolutions and to calculate the Purchase Price based on the elements and amounts reflected on the revised Closing Balance Sheet. (c) In connection with the resolution of the DisputeRemaining Disputed Items, the Arbitrating Accountant will limit shall have access to all documents, records, work papers, facilities and personnel necessary to perform its function as arbitrator. The Arbitrating Accountant’s function shall be to resolve the Remaining Disputed Items (and only the Remaining Disputed Items) in accordance with the requirements of Section 2.4 and Schedule 2.4 and shall be bound by the definitions of Indebtedness, Transaction Expenses, Working Capital and Working Capital Adjustment, and such review shall be based solely on presentations and submissions by Buyer and Seller (and not by independent review of the Closing Balance Sheet), and upon such resolution, conform the Closing Balance Sheet accordingly. The Arbitrating Accountant shall allow Buyer and Seller to present their respective positions regarding the unresolved elements or amounts set forth in the Dispute Notice and the Dispute ResponseRemaining Disputed Items. The Arbitrating Accountant may, at its discretion, conduct one or more conferences a conference concerning the DisputeRemaining Disputed Items, at which conferences conference each of Seller and Purchaser will party shall have the right to present additional documents, materials and other information they reasonably deem are relevant to the Arbitrating Accountant’s determination and to have present their respective its advisors, counsel and accountants; provided that Purchaser and Seller will be limited by their respective positions in the Dispute Notice and the Dispute Response. In connection with the resolution of the Disputesuch process, there shall not be any no other hearings or any oral examinations, testimony, depositions, discovery or other similar Proceedingsproceedings. Each of Seller and Purchaser will make available to the other Party and the Arbitrating AccountantIn resolving any Remaining Disputed Item, as the case may be, such documents, books, records, work papers, facilities, personnel and other information as such Party or the Arbitrating Accountant may reasonably request not assign a value to review any item greater than the Closing Balance Sheet and to resolve greatest value for such item claimed by either party or less than the Dispute. (d) smallest value for such item claimed by either party. The Arbitrating Accountant will as promptly as possibleshall promptly, and in any event within 15 sixty (60) days after the date of its appointment, render its decision on each element in the Dispute Remaining Disputed Items in writing to Seller and Purchaser, together with a revised Closing Balance Sheet reflecting its decision and a revised Closing Statement reflecting its calculation of finalize the Purchase Price based on the elements and amounts reflected on the revised Closing Balance Sheet. In resolving the Dispute, the Arbitrating Accountant will be bound by the provisions of this Agreement and may not revise any element of the Closing Balance Sheet that is not contested in the Dispute Notice or the Dispute Response or assign a value to any disputed element of the Closing Balance Sheet greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party in the Dispute Notice or the Dispute Response. Each of the Arbitrating Accountant’s decision, the revised Closing Balance Sheet and the revised calculation of the Purchase Price will Such written determination shall be final and binding upon the Partiesparties hereto, and judgment may be entered on the award. Seller and Purchaser Upon the resolution of all Disputes, the Closing Balance Sheet shall share be revised to reflect such resolution. The Arbitrating Accountant shall determine the proportion of its fees and expenses to be paid by each of Seller and Buyer, based primarily on the degree to which the Arbitrating Accountant in inverse proportion to has accepted the relative amounts subject to positions of the Dispute determined in favor of such Party, in accordance with the following formulas: (i) Purchaser shall pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Seller and the denominator of which is the total dollar amount subject to the Dispute and (ii) Seller shall pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Purchaser and the denominator of which is the total dollar amount subject to the Disputerespective parties.

Disputes Regarding Closing Balance Sheet. Disputes with respect to the Closing Balance Sheet shall be resolved as follows: (a) Seller will shall have from the time 45 days after receipt of the Closing Statement is delivered to it until 5:00 p.m., Eastern time, on Balance Sheet from Purchaser (the date that is 30 days after the date of such delivery (such period, the “"Dispute Period”") to dispute any of the elements of or amounts reflected on the Closing Balance Sheet that affect the calculation of the final Purchase Price or any error in the determination of the final Purchase Price set forth in the Closing Statement (the “Dispute”), but only on the basis that the such amounts reflected in the Closing Statement are inaccurate or were not prepared presented in accordance with the requirements of Section 2.5Adjusted GAAP Principles (a "Dispute"). If Seller does not deliver give to Purchaser written notice of a Dispute within the Dispute Period (a written notice of the Dispute that sets forth in reasonable detail the elements and amounts with which Seller disagrees (the “"Dispute Notice”"), then the Closing Statement will Balance Sheet shall be deemed to have been accepted and agreed to by Seller in the form in which it was delivered to Seller by Purchaser and will shall be final and binding upon the Partiesparties hereto. If Seller delivers the has a Dispute, Seller shall give Purchaser a Dispute Notice to Purchaser within the Dispute Period, then Purchaser setting forth in reasonable detail the elements and Seller will amounts with which it disagrees. Within 30 days after delivery of such Dispute Notice, the parties hereto shall attempt to resolve the such Dispute and agree in writing upon the final content of the disputed Closing Statement within 15 days after delivery of the Dispute Notice. Any amounts reflected in the Closing Statement that are not disagreed to by Seller in the Dispute Notice shall be deemed to have been accepted and agreed to by Seller and will be final and binding upon the Parties. Balance Sheet. (b) If Seller and Purchaser are unable to resolve each element of the any Dispute within such 15-day period, Purchaser will within 15 days after receipt of the Dispute Notice, notify Seller of its disagreement, which notice will set forth in reasonable detail the elements and amounts with which Purchaser disagrees (the “Dispute Response”). If Purchaser does not deliver to Seller within such 1530-day period after Purchaser's receipt of a Dispute Response, then Seller’s calculation of the Purchase Price as set forth in the Dispute Notice will be deemed to have been accepted and agreed to by Purchaser. Additionally, those items in the Dispute Response which Seller and Purchaser are able to agree in writing within such 15-day period shall be considered final and binding upon the Parties. (b) If Purchaser timely delivers the Dispute ResponseNotice, Purchaser and Seller will jointly shall promptly engage as the arbitrator of the Dispute one or more independent members of the dispute resolution group of PricewaterhouseCoopers LLP or, if such Person refuses to accept such appointment, another a nationally recognized certified public accounting firm that has not performed accounting, tax or auditing services for engaged by Purchaser, Seller, the Company Seller or any of their respective Affiliates during (the past three years (such Person, the “"Arbitrating Accountant”"). If Seller and Purchaser are unable to agree on the identity of the Arbitrating Accountant within 15 days after Purchaser’s delivery of the Dispute Response, either Seller or Purchaser may request that the American Arbitration Association appoint an independent third party accounting firm meeting the aforementioned requirements to serve as the Arbitrating Accountant. The Arbitrating Accountant’s sole function will be to resolve each element of the Dispute that has not been resolved by Seller and Purchaser, to revise the Closing Balance Sheet to reflect such resolutions and to calculate the Purchase Price based on the elements and amounts reflected on the revised Closing Balance Sheet. (c) In connection with the resolution of the Dispute, the Arbitrating Accountant will limit its review to the unresolved elements or amounts set forth in the Dispute Notice and the Dispute Response. The Arbitrating Accountant may, at its discretion, conduct one or more conferences concerning the Dispute, at which conferences each of Seller and Purchaser will have the right to present additional documents, materials and other information they reasonably deem are relevant to the Arbitrating Accountant’s determination and to have present their respective advisors, counsel and accountants; provided that Purchaser and Seller will be limited by their respective positions in the Dispute Notice and the Dispute Response. In connection with the resolution of the any Dispute, there shall not be any other hearings or oral examinations, testimony, depositions, discovery or other similar Proceedings. Each of Seller and Purchaser will make available to the other Party and the Arbitrating Accountant, as the case may be, such Accountant shall have access to all documents, books, records, work papers, facilities, facilities and personnel and other information necessary to perform its function as such Party or the arbitrator. The Arbitrating Accountant may reasonably request Accountant's function shall be to review conform the Closing Balance Sheet and to resolve the Dispute. (d) Adjusted GAAP Principles. The Arbitrating Accountant will shall allow Seller and Purchaser to present their respective positions regarding the Dispute and shall thereafter as promptly as possible, and in any event within 15 days after possible (but not later than 60 days) following the date of its appointment, render its decision on each element in the Dispute in writing to Seller and Purchaser, together with a revised Closing Balance Sheet reflecting its decision and a revised Closing Statement reflecting its calculation of the Purchase Price based on the elements and amounts reflected on the revised Closing Balance Sheet. In resolving the Dispute, the Arbitrating Accountant will be bound by the provisions of this Agreement and may not revise any element of the Closing Balance Sheet that is not contested in the Dispute Notice or the Dispute Response or assign a value to any disputed element of the Closing Balance Sheet greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party in the Dispute Notice or the Dispute Response. Each engagement of the Arbitrating Accountant’s decision, provide the revised Closing Balance Sheet and the revised calculation parties hereto a written determination of the Purchase Price will Dispute. Such written determination shall be final and binding upon the Parties, parties hereto and judgment may be entered on the award. Seller and Purchaser shall share pay a portion of the fees and expenses of the Arbitrating Accountant in inverse proportion to an amount determined by multiplying the relative amounts subject to the Dispute determined in favor of such Party, in accordance with the following formulas: (i) Purchaser shall pay a portion total amount of such fees and expenses equal to the total fees and expenses multiplied by a fraction, fraction the numerator of which is the dollar amount subject awarded to Seller by the Dispute resolved in favor of Seller Arbitrating Accountant and the denominator of which is aggregate amount which is the total dollar amount subject to matter of the Dispute Dispute, and (ii) Seller shall pay a portion the balance of such fees and expenses equal to expenses. Upon the total fees and expenses multiplied by a fractionresolution of all Disputes, the numerator Closing Balance Sheet shall be revised to reflect such resolution and, as so revised, shall be final and binding for purposes of which is the dollar amount subject to the Dispute resolved in favor of Purchaser and the denominator of which is the total dollar amount subject to the Disputethis Agreement.

Disputes Regarding Closing Balance Sheet. Disputes with respect to the Closing Balance Sheet shall be resolved as follows: (a) Seller will Purchaser shall have from forty-five (45) days following the time receipt of the Closing Statement is delivered to it until 5:00 p.m., Eastern time, on Balance Sheet (the date that is 30 days after the date of such delivery (such period, the “Dispute Period”"DISPUTE PERIOD") to dispute any of the elements of or amounts reflected on thereon (a "DISPUTE"). If Purchaser does not give written notice to ▇▇▇▇▇ of a Dispute within the Dispute Period (a "DISPUTE NOTICE"), or if it delivers written notice to ▇▇▇▇▇ of its approval of the Closing Balance Sheet that affect before the calculation of the final Purchase Price or any error in the determination of the final Purchase Price set forth in the Closing Statement (the “Dispute”), but only on the basis that the amounts reflected in the Closing Statement are inaccurate or were not prepared in accordance with the requirements of Section 2.5. If Seller does not deliver to Purchaser within the Dispute Period a written notice end of the Dispute that sets forth in reasonable detail the elements and amounts with which Seller disagrees (the “Dispute Notice”)Period, then the Closing Statement will Balance Sheet shall be deemed to have been accepted and agreed to by Seller in the form in which it was delivered to Seller and will shall be final and binding upon the Partiesparties hereto. If Seller delivers the Purchaser has a Dispute, Purchaser shall give ▇▇▇▇▇ a Dispute Notice to Purchaser within the Dispute Period, then setting forth in reasonable detail the elements and amounts of the disagreement. Within thirty (30) days following delivery of such Dispute Notice, ▇▇▇▇▇ and Purchaser and Seller will shall attempt to resolve the such Dispute and agree in writing upon the final content of the disputed Closing Statement within 15 days after delivery of the Dispute Notice. Any amounts reflected in the Closing Statement that are not disagreed to by Seller in the Dispute Notice shall be deemed to have been accepted and agreed to by Seller and will be final and binding upon the Parties. Balance Sheet. (b) If Seller ▇▇▇▇▇ and Purchaser are unable to resolve each element of the Dispute within such 15-the thirty (30) day period, Purchaser will within 15 days after period following ▇▇▇▇▇'▇ receipt of the a Dispute Notice, notify Seller ▇▇▇▇▇ and Purchaser shall submit such Dispute, together with a statement of its disagreement, which notice will set forth in reasonable detail the elements and amounts with which Purchaser disagrees (the “Dispute Response”). If Purchaser does not deliver to Seller within such 15-day period a Dispute Response, then Seller’s calculation of the Purchase Price as set forth in the Dispute Notice will be deemed to have been accepted and facts agreed to by Purchaser. Additionally, those items in the Dispute Response which Seller ▇▇▇▇▇ and Purchaser are able and such arguments as either of them choose to agree make in connection therewith, in writing within such 15-day period shall be considered final and binding upon to the Parties. (b) If Purchaser timely delivers the Dispute ResponseSt. Louis, Purchaser and Seller will jointly engage as the arbitrator Missouri office of the Dispute one or more independent members of the dispute resolution group of PricewaterhouseCoopers LLP or, if such Person refuses to accept such appointment, another a nationally recognized certified public accounting firm (provided that has not performed accountingneither ▇▇▇▇▇, tax or auditing services for Purchaser, Seller, the Company or Purchaser nor any of their respective Affiliates shall have engaged such firm to perform services during the past three years (two-year period immediately preceding the date of such Person, the “Arbitrating Accountant”). If Seller and Purchaser are unable to agree on the identity of the Arbitrating Accountant within 15 days after Purchaser’s delivery of the Dispute Response, either Seller or Purchaser may request that the American Arbitration Association appoint other than as an independent third party accounting firm meeting engaged in dispute resolution) (the aforementioned requirements to serve as "RESOLUTION ACCOUNTANT"). ▇▇▇▇▇ and Purchaser shall cause the Arbitrating Accountant. The Arbitrating Accountant’s sole function will be Resolution Accountant to resolve each element the Dispute within thirty (30) days following their submission of the Dispute that has not been resolved by Seller and Purchaserto him in writing, to revise the Closing Balance Sheet to reflect such resolutions and to calculate the Purchase Price based which resolution shall be binding on the elements and amounts reflected on the revised Closing Balance Sheet. (c) In connection with the resolution of the Dispute, the Arbitrating Accountant will limit its review to the unresolved elements or amounts set forth in the Dispute Notice and the Dispute Responseparties. The Arbitrating Accountant may, at its discretion, conduct one or more conferences concerning the Dispute, at which conferences each of Seller and Purchaser will have the right to present additional documents, materials and other information they reasonably deem are relevant to the Arbitrating Accountant’s determination and to have present their respective advisors, counsel and accountants; provided that Purchaser and Seller will be limited by their respective positions in the Dispute Notice and the Dispute Response. In connection with the resolution of the Dispute, there shall not be any other hearings or oral examinations, testimony, depositions, discovery or other similar Proceedings. Each of Seller and Purchaser will make available to the other Party and the Arbitrating Accountant, as the case may be, such documents, books, records, work papers, facilities, personnel and other information as such Party or the Arbitrating Accountant may reasonably request to review the Closing Balance Sheet and to resolve the Dispute. (d) The Arbitrating Accountant will as promptly as possible, and in any event within 15 days after the date of its appointment, render its decision on each element in the Dispute in writing to Seller and Purchaser, together with a revised Closing Balance Sheet reflecting its decision and a revised Closing Statement reflecting its calculation of the Purchase Price based on the elements and amounts reflected on the revised Closing Balance Sheet. In resolving the Dispute, the Arbitrating Accountant will be bound by the provisions of this Agreement and may not revise any element of the Closing Balance Sheet that is not contested in the Dispute Notice or the Dispute Response or assign a value to any disputed element of the Closing Balance Sheet greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party in the Dispute Notice or the Dispute Response. Each of the Arbitrating Accountant’s decision, the revised Closing Balance Sheet and the revised calculation of the Purchase Price will be final and binding upon the Parties, and judgment may be entered on the award. Seller and Purchaser shall share the fees and expenses of the Arbitrating Resolution Accountant in inverse proportion to the relative amounts subject to the Dispute determined in favor of such Party, in accordance with the following formulas: (i) Purchaser shall pay a portion of such fees be shared equally by ▇▇▇▇▇ and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Seller and the denominator of which is the total dollar amount subject to the Dispute and (ii) Seller shall pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Purchaser and the denominator of which is the total dollar amount subject to the DisputePurchaser.

Disputes Regarding Closing Balance Sheet. (a) Seller Representative will have from the time the Closing Statement is delivered to it until 5:00 p.m., Eastern Mountain time, on the date that is 30 thirty (30) days after the date of such delivery (such period, the “Dispute Period”) to dispute any elements of or amounts reflected on the Closing Balance Sheet that affect the calculation of the final Purchase Price Merger Consideration or any error inaccuracies in the determination of the final Purchase Price Merger Consideration set forth in the Closing Statement (the “Dispute”), but only on provided that, Representative shall have reasonable access during regular business hours and upon reasonable notice to the basis that the amounts reflected in financial books and records upon which the Closing Statement are inaccurate or were not is based and to key personnel of the Surviving Corporation and Purchaser who prepared in accordance with the requirements of Section 2.5Closing Statement. If Seller Representative accepts and agrees in writing to the Closing Statement as a final determination thereof or does not deliver to Purchaser within the Dispute Period a written notice of the Dispute that sets forth in reasonable detail the elements and amounts with which Seller Representative disagrees (the “Dispute Notice”), then the Closing Statement will be deemed to have been accepted and agreed to by Seller Representative in the form in which it was delivered to Seller Representative and will be final and binding upon the Parties. Parties and the calculation of Actual Company Cash determined pursuant to Section 2.7(c) shall be the “Final Company Cash,” the calculation of Net Working Capital Adjustment determined pursuant to Section 2.7(c) shall be the “Final Net Working Capital Adjustment”, the calculation of Actual Indebtedness determined pursuant to Section 2.7(c) shall be the “Final Indebtedness,” and the calculation of Actual Transaction Expenses determined pursuant to Section 2.7(c) shall be the “Final Transaction Expenses,” which, in each case, shall be deemed final and conclusive and binding upon the Parties in all respects. (b) If Seller Representative delivers the Dispute Notice to Purchaser within the Dispute Period, then Purchaser and Seller Representative will negotiate in good faith to attempt to resolve the Dispute and agree in writing upon the final content of the disputed Closing Statement within 15 thirty (30) days after delivery of the Dispute NoticeNotice (the “Resolution Period”). Any amounts reflected If Purchaser (i) does not deliver to Representative a written objection to the Dispute Notice within the Resolution Period, (ii) agrees with the objection of Representative and any of Representative’s calculations of the Cash Equivalents, Net Working Capital, Transaction Expenses or Indebtedness set forth in the Closing Statement that are not disagreed to by Seller Dispute Notice, or (iii) Purchaser and Representative resolve any differences over such disputed items in accordance with the foregoing procedure, then Final Company Cash, Final Net Working Capital Adjustment, Final Transaction Expenses and Final Indebtedness shall be the amounts as set forth in the Dispute Notice shall be deemed to have been accepted or as resolved between Purchaser and agreed to by Seller and will be final and binding upon the PartiesRepresentative, as applicable. If Seller Purchaser and Purchaser Representative are unable to resolve each element of the Dispute within such 15-day period, Purchaser will within 15 days after receipt of the Dispute Notice, notify Seller of its disagreement, which notice will set forth in reasonable detail the elements and amounts with which Purchaser disagrees (the “Dispute Response”). If Purchaser does not deliver to Seller within such 15-day period a Dispute ResponseResolution Period, then Seller’s calculation of the Purchase Price as set forth in the Dispute Notice will be deemed to have been accepted and agreed to by Purchaser. Additionally, those items in the Dispute Response which Seller and Purchaser are able to agree in writing within such 15-day period shall be considered final and binding upon the Parties. (b) If Purchaser timely delivers the Dispute Response, Purchaser and Seller Representative will jointly engage as the arbitrator of the Dispute one or more independent members of the dispute resolution group of PricewaterhouseCoopers LLP or, if such Person refuses Persons refuse to accept such appointment, another nationally recognized certified public accounting firm that has not performed accounting, tax or auditing services for Purchaser, Seller, the Company or any of their respective Affiliates during the past three (3) years (such Person, the “Arbitrating Independent Accountant”). If Seller Purchaser and Purchaser Representative are unable to agree on the identity of the Arbitrating Accountant within 15 days after Purchaser’s delivery Independent Accountant, then each of Purchaser and Representative will select one external accountant and such external accountants will jointly select the Dispute Response, either Seller or Purchaser may request that the American Arbitration Association appoint an independent third party accounting firm meeting the aforementioned requirements to serve as the Arbitrating Independent Accountant. The Arbitrating Independent Accountant’s sole function will be to resolve each element only such elements of the Dispute that has have not been resolved by Seller Purchaser and Purchaser, to revise the Closing Balance Sheet to reflect such resolutions Representative as an accounting expert and to calculate the Purchase Price based on the elements and amounts reflected on the revised Closing Balance Sheetnot as an arbitrator in accordance with this Agreement. (c) In connection with the resolution of the Dispute, the Arbitrating Independent Accountant will limit its review to the unresolved elements or amounts positions of the Parties set forth out in the Dispute Notice Closing Balance Sheet and Closing Statement delivered by Purchaser pursuant to Section 2.7(b) and Section 2.7(c) and the Dispute Response. The Arbitrating Notice, provided, that, the Independent Accountant may, at its discretion, conduct one or more conferences concerning the Dispute, at which conferences each may ask questions of Seller and Purchaser will have the right to present additional documents, materials and other information they reasonably deem are relevant to the Arbitrating Accountant’s determination and to have present their respective advisors, counsel and accountants; provided that Purchaser and Seller will be limited by Representative with respect to their respective positions in the Dispute Notice and the Dispute Response. In connection with the resolution of the Dispute, there shall not be any other hearings or oral examinations, testimony, depositions, discovery or other similar Proceedingspositions. Each of Seller Purchaser and Purchaser Representative will make available to the other Party and the Arbitrating Independent Accountant, as the case may be, such documents, books, records, work papers, facilities, personnel and other information as such Party or the Arbitrating Independent Accountant may reasonably request to review the Closing Balance Sheet and to resolve the Dispute. (d) The Arbitrating Independent Accountant will as promptly as possible, and in any event within 15 thirty (30) days after the date of its appointment, render its decision on each element in the Dispute in writing to Seller Purchaser and PurchaserRepresentative, together with a revised Closing Balance Sheet reflecting its decision and a revised Closing Statement reflecting its calculation of the Purchase Price Merger Consideration based on the elements and amounts reflected on the revised Closing Balance Sheet. In resolving the Dispute, the Arbitrating Independent Accountant will be bound by the provisions of this Agreement and may not revise any element of the Closing Balance Sheet that is not contested in the Dispute Notice or the Dispute Response or assign a value to any disputed element of the Closing Balance Sheet greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party in the Dispute Notice or the Dispute ResponseParty. Each of the Arbitrating Independent Accountant’s decision, the revised Closing Balance Sheet and the revised calculation of the Purchase Price Merger Consideration will be final and binding upon the PartiesParties enforceable by any court of competent jurisdiction and the Independent Accountant’s final determination of Cash Equivalents, Net Working Capital, Transaction Expenses and judgment may Indebtedness, as applicable, shall be entered on deemed the awardFinal Company Cash, Final Net Working Capital Adjustment, Final Transaction Expenses and Final Indebtedness, respectively. Seller Representative and Purchaser shall will share the fees and expenses of the Arbitrating Independent Accountant in inverse proportion to the relative amounts subject to the Dispute determined in favor of such Party, in accordance with the following formulas: (i) Purchaser shall will pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Seller Representative and the denominator of which is the total dollar amount subject to the Dispute Dispute, and (ii) Seller shall Representative will pay from the Representative Expense Fund on behalf of the Equityholders a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Purchaser and the denominator of which is the total dollar amount subject to the Dispute. The Independent Accountant shall include such apportionment of its fees and expenses in its written report to Purchaser and Representative. Notwithstanding the foregoing, Purchaser and Representative (on behalf of the Equityholders) will each be responsible for paying the fees and expenses of its own respective attorneys, accountants and other representatives in connection with the Dispute.

Disputes Regarding Closing Balance Sheet. (a) Seller will have from the time Within 60 days following receipt of the Closing Statement is delivered to it until 5:00 p.m., Eastern time, on the date that is 30 days after the date of such delivery (such period, the “"Dispute Period”) "), Sellers' Representative may provide written notice to dispute any elements Purchaser disputing all or a part of or amounts reflected on the Closing Balance Sheet that affect the calculation of the final Purchase Price or any error in the determination of the final Purchase Price set forth in the Closing Statement (the “"Dispute”"), but only on the basis that the amounts reflected in the Closing Statement are inaccurate or were not prepared in accordance with the requirements of Section 2.5. If Seller does not deliver to Purchaser within the Dispute Period a written notice of the Dispute that sets setting forth in reasonable detail the elements and amounts with which Seller Sellers' Representative disagrees (the “"Dispute Notice”"). If Sellers' Representative does not deliver to Purchaser a Dispute Notice within the Dispute Period, then the Closing Statement will be deemed to have been accepted and agreed to by Seller Sellers' Representative and the Sellers in the form in which it was delivered to Seller and will be final and binding upon on the Parties. If Seller Sellers' Representative delivers the Dispute Notice to Purchaser within the Dispute Period, then Purchaser and Seller Sellers' Representative will attempt use reasonable efforts to resolve the Dispute and agree in writing upon the final content of the disputed Closing Statement within 15 30 days after delivery of the Dispute Notice. Any amounts reflected in the Closing Statement that are not disagreed to by Seller in the Dispute Notice shall be deemed to have been accepted and agreed to by Seller and will be final and binding upon the Parties. If Seller and Purchaser are unable to resolve each element of the Dispute within such 15-day period, Purchaser will within 15 days after following receipt of the Dispute Notice, notify Seller provided that all such discussions will be governed by Rule 408 of its disagreementthe 143905334.14 Federal Rules of Evidence and the corresponding provisions of any state, which notice will set forth in reasonable detail the elements and amounts with which Purchaser disagrees (the “Dispute Response”)local or foreign Law. If Purchaser does not deliver to Seller within such 15-day period a Dispute Response, then Seller’s agrees with Sellers' Representative's calculation of the Purchase Price as set forth in the Closing Statement, then Sellers' Representative's calculation of the Purchase Price in the Dispute Notice will be deemed to have been accepted and agreed to by Purchaser. Additionally, those items in the Dispute Response which Seller and Purchaser are able to agree in writing within such 15-day period shall be considered final and binding upon on the Parties. (b) If Purchaser timely delivers and Sellers' Representative cannot resolve each element of the Dispute Responsewithin such 30-day period, then Purchaser and Seller Sellers' Representative will jointly engage as the arbitrator of arbitrating expert resolving the Dispute one or more independent members (having no conflict of interest) of the dispute resolution group of PricewaterhouseCoopers LLP or, if such Person refuses to accept such appointment, another an independent nationally recognized certified public accounting firm that has not performed accounting, tax or auditing services for Purchaser, Seller, the Company or any of their respective Affiliates during the past three years reasonably acceptable to Sellers' Representative and Purchaser (such Person, the “Arbitrating Accountant”"Accounting Firm"). If Seller Sellers' Representative and Purchaser are unable unable, after reasonable effort, to agree on the identity of the Arbitrating Accountant within 15 days after Purchaser’s delivery Accounting Firm, then either of them may apply to any court of competent jurisdiction to appoint the Dispute Response, either Seller or Purchaser may request that the American Arbitration Association appoint an independent third party accounting firm meeting the aforementioned requirements to serve as the Arbitrating AccountantAccounting Firm. The Arbitrating Accountant’s sole Accounting Firm's function will be to resolve each element of the Dispute that has not been resolved by Seller Purchaser and PurchaserSellers' Representative as an accounting expert and not as an arbitrator, to revise the Closing Balance Sheet to reflect such resolutions and to calculate the Purchase Price based on the elements and amounts reflected on the revised Closing Balance Sheet. (c) In connection with the resolution of the Dispute, the Arbitrating Accountant Accounting Firm will limit its review to the unresolved elements or amounts set forth in the Dispute Notice positions submitted by Sellers' Representative and the Dispute ResponsePurchaser. The Arbitrating Accountant may, at its discretion, Accounting Firm may conduct one or more conferences a conference concerning the Dispute, at which conferences conference each of Seller Purchaser and Purchaser will have the right to Sellers' Representative may present additional documents, materials and other information they reasonably deem are relevant to the Arbitrating Accountant’s determination and to have present their respective advisors, counsel and accountants; provided that Purchaser and Seller Sellers' Representative will be limited by their respective positions in submitted to the Dispute Notice and the Dispute ResponseAccounting Firm. In connection with the resolution of the Dispute, there shall not may be any no other hearings or oral examinations, testimony, depositions, discovery or other similar Proceedings. Each of Seller Purchaser and Purchaser Sellers' Representative will make available provide to the other Party and the Arbitrating Accountant, as the case may be, Accounting Firm during business hours and upon reasonable notice such documents, books, records, work papers, facilities, personnel papers and other information finance and accounting employees as such Party or the Arbitrating Accountant Accounting Firm may reasonably request to review the Closing Balance Sheet and to resolve the Dispute. (d) The Arbitrating Accountant Accounting Firm will as promptly as possiblepromptly, and in any event no later than within 15 days 30 days, after the date of its appointment, render its decision appointment decide on each element in the Dispute in writing to Seller Purchaser and PurchaserSellers' Representative, together with a revised Closing Balance Sheet reflecting its decision and a revised Closing Statement reflecting its calculation of the Purchase Price based on the elements its calculation of Cash, Working Capital, Indebtedness and amounts reflected on the revised Closing Balance SheetTransaction Expenses. In resolving the Dispute, the Arbitrating Accountant Accounting Firm will be bound by the provisions of this Agreement and may not revise any no element of the Closing Balance Sheet that is not contested in the Dispute Notice by Sellers' Representative or the Dispute Response Purchaser or assign a value to any disputed element of the Closing Balance Sheet greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party in the Dispute Notice or the Dispute ResponseParty. Each of the Arbitrating Accountant’s decisionAccounting Firm's decisions, the revised Closing Balance Sheet and the revised calculation of the Purchase Price will be final and binding upon on the Parties, and judgment may be entered on the awardthereon. Seller Sellers' Representative and Purchaser shall will share the fees and expenses of the Arbitrating Accountant Accounting Firm in inverse proportion to the relative amounts subject to the Dispute determined in favor of such Party, in accordance with the following formulas: (i) Purchaser shall will pay a 143905334.14 portion of such fees and expenses equal to the total fees fees, costs and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Seller Sellers' Representative and the denominator of which is the total dollar amount subject to the Dispute Dispute, and (ii) Seller shall Sellers' Representative (on behalf of the Sellers) will pay a portion of such fees fees, costs and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Purchaser and the denominator of which is the total dollar amount subject to the Dispute. Notwithstanding the foregoing, each of Purchaser and Sellers' Representative (on behalf of the Sellers) will pay the fees, costs and expenses of their respective attorneys, accountants and other representatives in the Dispute.

Disputes Regarding Closing Balance Sheet. Disputes with respect to the Closing Balance Sheet shall be dealt with as follows: (a) Seller will Purchaser shall have from the time thirty (30) days after receipt of the Closing Statement is delivered to it until 5:00 p.m., Eastern time, on Balance Sheet (the date that is 30 days after the date of such delivery (such period, the “"Dispute Period”") to dispute any of the elements of or amounts reflected on the Closing Balance Sheet that affect the calculation of the final Purchase Price or any error in the determination of the final Purchase Price set forth in the Closing Statement (the “a "Dispute”"), but only on the basis that the amounts reflected in the Closing Statement are inaccurate or were not prepared in accordance with the requirements of Section 2.5. If Seller Purchaser does not deliver to Purchaser give written notice of a Dispute within the Dispute Period to Sensor (a written notice of "Dispute Notice"), the Closing Balance Sheet shall be deemed to have been accepted and agreed to by Purchaser in the form in which it was delivered by Sensor, and shall be final and binding upon the parties hereto. If Purchaser has a Dispute, Purchaser shall give Sensor a Dispute Notice within the Dispute that sets Period, setting forth in reasonable detail the elements and amounts with which Seller disagrees it disagrees. Within thirty (the “30) days after delivery of such Dispute Notice”), then the Closing Statement will be deemed to have been accepted and agreed to by Seller parties hereto shall attempt in the form in which it was delivered to Seller and will be final and binding upon the Parties. If Seller delivers the Dispute Notice to Purchaser within the Dispute Period, then Purchaser and Seller will attempt good faith to resolve the such Dispute and agree in writing upon the final content of the disputed Closing Statement within 15 days after delivery of the Dispute Notice. Any amounts reflected in the Closing Statement that are not disagreed to by Seller in the Dispute Notice shall be deemed to have been accepted and agreed to by Seller and will be final and binding upon the Parties. If Seller and Purchaser are unable to resolve each element of the Dispute within such 15-day period, Purchaser will within 15 days after receipt of the Dispute Notice, notify Seller of its disagreement, which notice will set forth in reasonable detail the elements and amounts with which Purchaser disagrees (the “Dispute Response”). If Purchaser does not deliver to Seller within such 15-day period a Dispute Response, then Seller’s calculation of the Purchase Price as set forth in the Dispute Notice will be deemed to have been accepted and agreed to by Purchaser. Additionally, those items in the Dispute Response which Seller and Purchaser are able to agree in writing within such 15-day period shall be considered final and binding upon the PartiesBalance Sheet. (b) If Purchaser timely delivers and Sensor are unable to resolve any Dispute within the thirty (30) day period after Sensor's receipt of a Dispute ResponseNotice, Purchaser and Seller will jointly engage the Boston office of the certified public accounting firm of Price Waterhouse LLP (the "Arbitrating Accountant") shall be engaged as arbitrator hereunder to settle such Dispute as soon as practicable, but in any event, within forty-five (45) days after its appointment. In the event Price Waterhouse LLP is unwilling or unable to serve as the arbitrator of Arbitrating Accountant, the Dispute one or more independent members of the dispute resolution group of PricewaterhouseCoopers LLP or, if such Person refuses to accept such appointment, parties hereto shall select by mutual agreement another nationally recognized certified public accounting firm that firm, who is not rendering (and during the preceding two-year period, has not performed accounting, tax or auditing rendered) services for Purchaser, Seller, the Company or to any of the Contract Parties, Purchaser or their respective Affiliates during the past three years (such Personas defined herein), the “Arbitrating Accountant”). If Seller and Purchaser are unable to agree on the identity of the Arbitrating Accountant within 15 days after Purchaser’s delivery of the Dispute Response, either Seller or Purchaser may request that the American Arbitration Association appoint an independent third party accounting firm meeting the aforementioned requirements to serve as the Arbitrating Accountant. The Arbitrating Accountant’s sole function will be to resolve each element of the Dispute that has not been resolved by Seller and Purchaser, to revise the Closing Balance Sheet to reflect such resolutions and to calculate the Purchase Price based on the elements and amounts reflected on the revised Closing Balance Sheet. (c) In connection with the resolution of the any Dispute, the Arbitrating Accountant will limit its review shall have access to the unresolved elements or amounts set forth in the Dispute Notice and the Dispute Response. The Arbitrating Accountant may, at its discretion, conduct one or more conferences concerning the Dispute, at which conferences each of Seller and Purchaser will have the right to present additional all documents, materials and other information they reasonably deem are relevant to the Arbitrating Accountant’s determination and to have present their respective advisors, counsel and accountants; provided that Purchaser and Seller will be limited by their respective positions in the Dispute Notice and the Dispute Response. In connection with the resolution of the Dispute, there shall not be any other hearings or oral examinations, testimony, depositions, discovery or other similar Proceedings. Each of Seller and Purchaser will make available to the other Party and the Arbitrating Accountant, as the case may be, such documents, books, records, work papers, facilities, facilities and personnel and other information necessary to perform its function as such Party or arbitrator. The arbitration before the Arbitrating Accountant may reasonably request to review shall be conducted in accordance with the Closing Balance Sheet and to resolve commercial arbitration rules of the Dispute. (d) American Arbitration Association. The Arbitrating Accountant will as promptly as possible, and in any event within 15 days after the date of its appointment, render its decision on each element in the Dispute in writing to Seller and Purchaser, together Accountant's award with a revised Closing Balance Sheet reflecting its decision and a revised Closing Statement reflecting its calculation of the Purchase Price based on the elements and amounts reflected on the revised Closing Balance Sheet. In resolving the Dispute, the Arbitrating Accountant will be bound by the provisions of this Agreement and may not revise any element of the Closing Balance Sheet that is not contested in the Dispute Notice or the Dispute Response or assign a value respect to any disputed element of the Closing Balance Sheet greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party in the Dispute Notice or the Dispute Response. Each of the Arbitrating Accountant’s decision, the revised Closing Balance Sheet and the revised calculation of the Purchase Price will shall be final and binding upon the Partiesparties hereto, and judgment may be entered on the award. Seller The Contract Parties, on the one hand, and Purchaser Purchaser, on the other hand, shall share each pay one-half of the fees and expenses of the Arbitrating Accountant in inverse proportion with respect to the relative amounts subject to the Dispute determined in favor of such Party, in accordance with the following formulas: (i) Purchaser shall pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Seller and the denominator of which is the total dollar amount subject to the Dispute and (ii) Seller shall pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Purchaser and the denominator of which is the total dollar amount subject to the any Dispute.

Disputes Regarding Closing Balance Sheet. (a) Seller Representative will have from the time the Closing Statement is delivered to it until 5:00 p.m., Eastern time, on the date that is 30 forty-five (45) days after the date of such delivery (such period, the “Dispute Period”) to dispute any elements of or amounts reflected on the Closing Balance Sheet that affect the calculation of the final Purchase Price or any error in the determination of the final Purchase Price set forth in the Closing Statement (the “Dispute”), but only on the basis that the amounts reflected in the Closing Statement are inaccurate or were not prepared in accordance with the requirements of Section 2.5. If Seller Representative does not deliver to Purchaser Representative within the Dispute Period a written notice of the Dispute that sets forth in reasonable detail the elements and amounts with which Seller disagrees (the “Dispute Notice”), then the Closing Statement will be deemed to have been accepted and agreed to by Seller Representative in the form in which it was delivered to Seller Representative and will be final and binding upon the Partiesparties. If Seller Representative delivers the Dispute Notice to Purchaser Representative within the Dispute Period, then Seller Representative and Purchaser and Seller Representative will attempt to resolve the Dispute and agree in writing upon the final content of the disputed Closing Statement within 15 thirty (30) days after delivery of the Dispute NoticeNotice (the “Resolution Period”), provided that all such discussions will be governed by Rule 408 of the Federal Rules of Evidence and the corresponding provisions of state, local and foreign Law. Any amounts reflected If Purchaser Representative agrees in writing with the Closing Statement that are not disagreed to by objection of Seller in Representative and Seller Representative’s calculation of the Dispute Notice shall be deemed to have been accepted and agreed to by Purchase Price, then Seller and Representative’s calculation of the Purchase Price will be final and binding upon the Partiesparties. If Seller and Purchaser are unable to resolve each element Representative may, within thirty (30) days following the end of the Dispute within such 15-day periodResolution Period, Purchaser will within 15 days after receipt of the Dispute Notice, notify provide Seller Representative with a notice of its disagreement, which notice will set forth in reasonable detail the elements and amounts with which Purchaser Representative disagrees (the “Dispute Response”). If Seller Representative and Purchaser does not deliver Representative are unable to Seller resolve each element of the Dispute within such 15-day period a Dispute Responsethe Resolution Period, then Seller’s calculation of the Purchase Price as set forth in the Dispute Notice will be deemed to have been accepted and agreed to by Purchaser. Additionally, those items in the Dispute Response which Seller and Purchaser are able to agree in writing within such 15-day period shall be considered final and binding upon the Parties. (b) If Purchaser timely delivers the Dispute Response, Purchaser Representative and Seller Representative will jointly engage as the arbitrator of the Dispute one or more independent members of the dispute resolution group of PricewaterhouseCoopers KPMG LLP or, if such Person refuses to accept such appointment, of another nationally internationally recognized certified public accounting firm mutually agreed upon by Purchaser Representative and Seller Representative that has not performed accounting, tax Tax or auditing services for Purchaser, Seller, the Company any party or any of their respective Affiliates during the past three (3) years prior to the date hereof (such Person, the “Arbitrating Accountant”). If Purchaser Representative and Seller and Purchaser Representative are unable to agree on the identity of the Arbitrating Accountant within 15 days after Purchaser’s delivery of Accountant, then the Dispute Response, either Seller or Purchaser may request that the American Arbitration Association appoint an independent third party accounting firm meeting the aforementioned requirements to serve as of each of Purchaser Representative and Seller Representative will jointly select the Arbitrating Accountant. The Arbitrating Accountant’s sole function will be to resolve each element of the Dispute that has not been resolved by Purchaser Representative and Seller and PurchaserRepresentative, to revise the Closing Balance Sheet to reflect such resolutions and to calculate the Purchase Price based on the elements and amounts reflected on the revised Closing Balance Sheet. (cb) In connection with the resolution of the Dispute, the Arbitrating Accountant will limit its review to the unresolved elements or amounts set forth positions (which, for the avoidance of doubt, will not include any matter that was not specified in the Dispute Notice Notice, as applicable, or any matter previously agreed upon in writing by Purchaser Representative and Seller Representative) of the parties set out in the Dispute ResponseNotice. The Arbitrating Accountant may, at its discretion, conduct one or more conferences a conference concerning the Dispute, at which conferences conference each of Purchaser Representative and Seller and Purchaser Representative will have the right to present additional documents, materials and other information they reasonably deem are relevant to the Arbitrating Accountant’s determination and to have present their respective advisors, counsel and accountants; provided that Purchaser Representative and Seller Representative will be limited by their respective positions in the Dispute Notice Closing Statement and the Dispute ResponseNotice. In connection with the resolution of the Dispute, there shall may not be any other hearings or oral examinations, testimony, depositions, discovery or other similar Proceedings; provided that nothing herein will prohibit Purchaser Representative, on the one hand, or Seller Representative, on the other hand, from responding to inquiries from the Arbitrating Accountant. Each of Purchaser Representative and Seller Representative will provide the Arbitrating Accountant and Purchaser will make available to the other Party party and the Arbitrating Accountantsuch party’s authorized officers, as the case may beemployees, agents, attorneys, consultants, accountants and lenders with such documents, books, records, work papers, facilities, personnel papers and other information information, as such Party or the Arbitrating Accountant Person may reasonably request to in connection with the review of the Closing Balance Sheet and to resolve the resolution of the Dispute. (dc) The Arbitrating Accountant will as promptly as possible, and in any event within 15 thirty (30) days after the date of its appointment, render its decision on each element in the Dispute in writing to Purchaser Representative and Seller and PurchaserRepresentative, together with a revised Closing Balance Sheet reflecting its decision and a revised Closing Statement reflecting its calculation of the Purchase Price based on the elements and amounts reflected on the revised Closing Balance Sheet. In resolving the Dispute, the Arbitrating Accountant (i) will be bound by the provisions of this Agreement and Agreement, (ii) may not revise any element of the Closing Balance Sheet that is not contested in the Dispute Notice or the Dispute Response or Notice, (iii) assign a value to any disputed element of the Closing Balance Sheet greater than the greatest value for such item claimed by either Party party or less than the smallest value for such item claimed by either Party in party or (iv) apply any accounting methods, treatments, principles or procedures other than the Dispute Notice or the Dispute ResponseAccounting Principles. Each of the Arbitrating Accountant’s decision, the revised Closing Balance Sheet and the revised calculation of the Purchase Price will be final and binding upon the Partiesparties, and judgment may be entered on the award. Seller and Purchaser shall share the fees The fees, costs and expenses of the Arbitrating Accountant in inverse proportion will be allocated between Purchaser Representative (on behalf of Purchasers), on the one hand, and Seller Representative (on behalf of Sellers), on the other hand, based upon the percentage which the portion of the contested amount not awarded to Purchaser Representative (on behalf of Purchasers), on the one hand, and Seller Representative (on behalf of Sellers), on the other hand, bears to the relative amounts subject to amount actually contested by such Person, as determined by the Dispute determined in favor of such Party, in accordance with the following formulas: (i) Purchaser shall pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Seller and the denominator of which is the total dollar amount subject to the Dispute and (ii) Seller shall pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Purchaser and the denominator of which is the total dollar amount subject to the DisputeArbitrating Accountant.

Disputes Regarding Closing Balance Sheet. Disputes with respect to the Closing Balance Sheet shall be dealt with as follows: (a) Seller will Wats▇▇ ▇▇▇ll have from the time sixty (60) days after receipt of the Closing Statement is delivered to it until 5:00 p.m., Eastern time, on Balance Sheet from Seller (the date that is 30 days after the date of such delivery (such period, the “"Dispute Period”") to dispute any of the elements of or amounts reflected on the Closing Balance Sheet that affect the calculation of the final Purchase Price or any error in the determination of the final Purchase Price set forth in the Closing Statement (the “a "Dispute”"), but only on the basis that the amounts reflected in the Closing Statement are inaccurate or were not prepared in accordance with the requirements of Section 2.5. If Seller does Wats▇▇ ▇▇▇s not deliver to Purchaser give written notice of a Dispute within the Dispute Period to Seller (a written notice of "Dispute Notice"), the Closing Balance Sheet shall be deemed to have been accepted and agreed to by Wats▇▇ ▇▇ the form in which it was delivered by Seller, and shall be final and binding upon the parties hereto. If Wats▇▇ ▇▇▇ a Dispute, Wats▇▇ ▇▇▇ll give Seller a Dispute Notice within the Dispute that sets Period, setting forth in reasonable detail the elements and amounts with which Seller disagrees it disagrees. Within thirty (the “30) days after delivery of such Dispute Notice”), then the Closing Statement will be deemed to have been accepted and agreed to by Seller in the form in which it was delivered to Seller and will be final and binding upon the Parties. If Seller delivers the Dispute Notice to Purchaser within the Dispute Period, then Purchaser and Seller will parties hereto shall attempt to resolve the such Dispute and agree in writing upon the final content of the disputed Closing Statement within 15 days after delivery of the Dispute Notice. Any amounts reflected in the Closing Statement that are not disagreed to by Seller in the Dispute Notice shall be deemed to have been accepted and agreed to by Seller and will be final and binding upon the Parties. If Seller and Purchaser are unable to resolve each element of the Dispute within such 15-day period, Purchaser will within 15 days after receipt of the Dispute Notice, notify Seller of its disagreement, which notice will set forth in reasonable detail the elements and amounts with which Purchaser disagrees (the “Dispute Response”). If Purchaser does not deliver to Seller within such 15-day period a Dispute Response, then Seller’s calculation of the Purchase Price as set forth in the Dispute Notice will be deemed to have been accepted and agreed to by Purchaser. Additionally, those items in the Dispute Response which Seller and Purchaser are able to agree in writing within such 15-day period shall be considered final and binding upon the PartiesBalance Sheet. (b) If Purchaser timely delivers Wats▇▇ ▇▇▇ Seller are unable to resolve any Dispute within the thirty (30) day period after Seller's receipt of a Dispute ResponseNotice, Purchaser and Seller will jointly engage the New York office of the certified public accounting firm of Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ (the "Arbitrating Accountant") shall be engaged as arbitrator hereunder to settle such Dispute as soon as practicable. In the event Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ is unwilling or unable to serve as the arbitrator of Arbitrating Accountant, the Dispute one or more independent members of the dispute resolution group of PricewaterhouseCoopers LLP or, if such Person refuses to accept such appointment, parties hereto shall select by mutual agreement another nationally recognized certified public accounting firm that firm, who is not rendering (and during the preceding two-year period has not performed accountingrendered) services to either Parent, tax or auditing services for Purchaser, Seller, the Company or Wats▇▇ ▇▇ any of their respective Affiliates during the past three years (such Personaffiliates, the “Arbitrating Accountant”). If Seller and Purchaser are unable to agree on the identity of the Arbitrating Accountant within 15 days after Purchaser’s delivery of the Dispute Response, either Seller or Purchaser may request that the American Arbitration Association appoint an independent third party accounting firm meeting the aforementioned requirements to serve as the Arbitrating Accountant. The Arbitrating Accountant’s sole function will be to resolve each element of the Dispute that has not been resolved by Seller and Purchaser, to revise the Closing Balance Sheet to reflect such resolutions and to calculate the Purchase Price based on the elements and amounts reflected on the revised Closing Balance Sheet. (c) In connection with the resolution of the any Dispute, the Arbitrating Accountant will limit its review shall have access to the unresolved elements or amounts set forth in the Dispute Notice and the Dispute Response. The Arbitrating Accountant may, at its discretion, conduct one or more conferences concerning the Dispute, at which conferences each of Seller and Purchaser will have the right to present additional all documents, materials and other information they reasonably deem are relevant to the Arbitrating Accountant’s determination and to have present their respective advisors, counsel and accountants; provided that Purchaser and Seller will be limited by their respective positions in the Dispute Notice and the Dispute Response. In connection with the resolution of the Dispute, there shall not be any other hearings or oral examinations, testimony, depositions, discovery or other similar Proceedings. Each of Seller and Purchaser will make available to the other Party and the Arbitrating Accountant, as the case may be, such documents, books, records, work papers, facilities, facilities and personnel and other information necessary to perform its function as such Party or arbitrator. The arbitration before the Arbitrating Accountant may reasonably request to review shall be conducted in accordance with the Closing Balance Sheet and to resolve commercial arbitration rules of the Dispute. (d) American Arbitration Association. The Arbitrating Accountant will as promptly as possible, and in any event within 15 days after the date of its appointment, render its decision on each element in the Dispute in writing to Seller and Purchaser, together Accountant's award with a revised Closing Balance Sheet reflecting its decision and a revised Closing Statement reflecting its calculation of the Purchase Price based on the elements and amounts reflected on the revised Closing Balance Sheet. In resolving the Dispute, the Arbitrating Accountant will be bound by the provisions of this Agreement and may not revise any element of the Closing Balance Sheet that is not contested in the Dispute Notice or the Dispute Response or assign a value respect to any disputed element of the Closing Balance Sheet greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party in the Dispute Notice or the Dispute Response. Each of the Arbitrating Accountant’s decision, the revised Closing Balance Sheet and the revised calculation of the Purchase Price will shall be final and binding upon the Partiesparties hereto, and judgment may be entered on the award. Seller Parent and Purchaser shall share Wats▇▇ ▇▇▇ll each pay one-half of the fees and expenses of the Arbitrating Accountant in inverse proportion with respect to the relative amounts subject to the Dispute determined in favor of such Party, in accordance with the following formulas: (i) Purchaser shall pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Seller and the denominator of which is the total dollar amount subject to the Dispute and (ii) Seller shall pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Purchaser and the denominator of which is the total dollar amount subject to the any Dispute.