Common use of Disputes Regarding Closing Balance Sheet Clause in Contracts

Disputes Regarding Closing Balance Sheet. Disputes with respect to the Closing Balance Sheet shall be dealt with as follows: (a) Sellers shall have thirty (30) days after receipt of the Closing Balance Sheet (the "Dispute Period") to dispute any of the elements of or amounts reflected on the Closing Balance Sheet (a "Dispute"). If Sellers do not give written notice of a Dispute within the Dispute Period to Purchaser (a "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 Period, setting forth in reasonable detail the elements and amounts with which it disagrees. Within thirty (30) days after delivery of such Dispute Notice, the parties hereto shall attempt to resolve such Dispute and agree in writing upon the final content of the disputed Closing Balance Sheet. (b) If Purchaser and Seller 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 Arbitrating Accountant, the parties hereto shall select by mutual agreement another nationally recognized certified public accounting firm, who is not rendering (and during the preceding two-year period, has not rendered) services to any Seller, Purchaser or their respective Affiliates (as defined herein), to serve as the Arbitrating Accountant. In connection with the resolution of any Dispute, the Arbitrating Accountant shall have access to all documents, records, work papers, facilities and personnel necessary to perform its function as arbitrator. The arbitration before the Arbitrating Accountant shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association. The Arbitrating Accountant's award with respect to any Dispute shall be final and binding upon the parties hereto, and judgment may be entered on the award. Seller and Purchaser shall each pay one-half of the fees and expenses of the Arbitrating Accountant with respect to any Dispute.

Disputes Regarding Closing Balance Sheet. Disputes with respect to the Closing Balance Sheet shall be dealt with as follows: (a) Sellers shall Seller will have thirty (30) 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 receipt the date of such delivery (such period, the Closing Balance Sheet (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 (a "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 Sellers do Seller does not give written notice of a Dispute deliver to Purchaser within the Dispute Period to Purchaser a written notice of the Dispute that sets forth in reasonable detail the elements and amounts with which Seller disagrees (a "the “Dispute Notice"”), then the Closing Balance Sheet shall Statement will be deemed to have been accepted and agreed to by Sellers Seller in the form in which it was delivered by Purchaser, to Seller and shall will be final and binding upon the parties heretoParties. If Sellers have a Dispute, Sellers shall give Purchaser a Seller delivers the Dispute Notice to Purchaser within the Dispute Period, setting forth in reasonable detail the elements then Purchaser and amounts with which it disagrees. Within thirty (30) days after delivery of such Dispute Notice, the parties hereto shall Seller will attempt to resolve such the Dispute and agree in writing upon the final content of the disputed Closing Balance SheetStatement 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 are unable to resolve any Dispute within will jointly engage as the thirty (30) day period after Purchaser's receipt of a Dispute Notice, the Chicago office arbitrator of the certified public accounting firm Dispute one or more independent members of Price Waterhouse the dispute resolution group of PricewaterhouseCoopers LLP (the "Arbitrating Accountant") shall be engaged as arbitrator hereunder or, if such Person refuses to settle accept such Dispute as soon as practicable. In the event Price Waterhouse LLP is unwilling or unable to serve as the Arbitrating Accountantappointment, the parties hereto shall select by mutual agreement another nationally recognized certified public accounting firm, who is not rendering (and during the preceding two-year period, firm that has not rendered) performed accounting, tax or auditing services to any for Purchaser, Seller, Purchaser the Company or any of their respective Affiliates during the past three years (as defined hereinsuch 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 any 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 have access not be any other hearings or oral examinations, testimony, depositions, discovery or other similar Proceedings. Each of Seller and Purchaser will make available to all the other Party and the Arbitrating Accountant, as the case may be, such documents, books, records, work papers, facilities facilities, personnel and personnel necessary to perform its function other information as arbitrator. The arbitration before such Party or the Arbitrating Accountant shall be conducted 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 accordance 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 the commercial arbitration rules a revised Closing Balance Sheet reflecting its decision and a revised Closing Statement reflecting its calculation of the American Arbitration AssociationPurchase Price based on the elements and amounts reflected on the revised Closing Balance Sheet. The 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 award with respect to any Dispute shall ’s decision, the revised Closing Balance Sheet and the revised calculation of the Purchase Price will be final and binding upon the parties heretoParties, and judgment may be entered on the award. Seller and Purchaser shall each pay one-half of 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 respect the following formulas: (i) Purchaser shall pay a portion of such fees and expenses equal to any 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 resolved as follows: (a) Sellers shall have thirty (30) days after receipt of During the Closing Balance Sheet (the "Dispute Period") to dispute any of , the elements of or Sellers’ Committee may bring a Dispute, but only on the basis that the amounts reflected on the Closing Balance Sheet (a "Dispute")were not presented in accordance with Section 2.4 or were inaccurate or incomplete. If Sellers do the Sellers’ Committee does not give written notice of deliver a Dispute Notice within the Dispute Period to Purchaser (a "Dispute Notice")Period, the Closing Balance Sheet shall be deemed to have been accepted and agreed to by Sellers the Sellers’ Committee in the form in which it was delivered by Purchaserto the Sellers’ Committee, and shall be final and binding upon the parties hereto. If Sellers have the Sellers’ Committee has a Dispute, Sellers the Sellers’ Committee shall give Purchaser a Dispute Notice within the Dispute Period, setting forth in reasonable detail the elements and amounts with which it disagrees. Within thirty (30) days after delivery of such Dispute Notice, the parties hereto shall attempt to resolve such Dispute and agree in writing upon the final content of the disputed Closing Balance Sheet. (b) If Purchaser and Seller the Sellers’ Committee are unable to resolve any Dispute within the thirty (30) day period after Purchaser's ’s receipt of a Dispute Notice, the Chicago office of the certified public accounting firm of Price Waterhouse LLP (the "Arbitrating Accountant") Sellers’ Committee and Purchaser 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 jointly engage the Arbitrating Accountant, the parties hereto shall select by mutual agreement another nationally recognized certified public accounting firm, who is not rendering (and during the preceding two-year period, has not rendered) services to any Seller, Purchaser or their respective Affiliates (Accountant as defined herein), to serve as the Arbitrating Accountantarbitrator. In connection with the resolution of any Dispute, the Arbitrating Accountant shall have access to all documents, records, work papers, facilities and personnel necessary to perform its function as arbitrator. The arbitration before Arbitrating Accountant’s function shall be to conform the Closing Balance Sheet to the requirements of Section 2.4 and in accordance with GAAP. The Arbitrating Accountant shall be conducted in accordance with allow Purchaser and the commercial arbitration rules of Sellers’ Committee to present their respective positions regarding the American Arbitration AssociationDispute. The Arbitrating Accountant's award Accountant may, at its discretion, conduct a conference concerning the Dispute, at which conference each party shall have the right to present additional documents, materials and other information and to have present its advisors, counsel and accountants. In connection with respect to such process, there shall be no other hearings or any oral examinations, testimony, depositions, discovery or other similar proceedings. The Arbitrating Accountant shall promptly, and in any event within sixty (60) days after the date of its appointment, render its decision on the Dispute in writing and finalize the Closing Balance Sheet. Such written determination shall be final and binding upon the parties hereto, and judgment may be entered on the award. Seller and Purchaser Upon the resolution of all Disputes, the Closing Balance Sheet shall each pay one-half be revised to reflect such resolution. The Arbitrating Accountant shall determine the proportion of the 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 with respect to any Disputehas accepted the positions of the respective parties.

Disputes Regarding Closing Balance Sheet. Disputes with respect to the Closing Balance Sheet shall be dealt with as follows: (a) Sellers shall Watsxx xxxll have thirty sixty (3060) days after receipt of the Closing Balance Sheet from Seller (the "Dispute Period") to dispute any of the elements of or amounts reflected on the Closing Balance Sheet (a "Dispute"). If Sellers do Watsxx xxxs not give written notice of a Dispute within the Dispute Period to Purchaser Seller (a "Dispute Notice"), the Closing Balance Sheet shall be deemed to have been accepted and agreed to by Sellers in Watsxx xx the form in which it was delivered by PurchaserSeller, and shall be final and binding upon the parties hereto. If Sellers have Watsxx xxx a Dispute, Sellers shall Watsxx xxxll give Purchaser Seller a Dispute Notice within the Dispute Period, setting forth in reasonable detail the elements and amounts with which it disagrees. Within thirty (30) days after delivery of such Dispute Notice, the parties hereto shall attempt to resolve such Dispute and agree in writing upon the final content of the disputed Closing Balance Sheet. (b) If Purchaser and Watsxx xxx Seller are unable to resolve any Dispute within the thirty (30) day period after PurchaserSeller's receipt of a Dispute Notice, the Chicago New York office of the certified public accounting firm of Price Waterhouse LLP Arthxx Xxxexxxx XXX (the "Arbitrating Accountant") shall be engaged as arbitrator hereunder to settle such Dispute as soon as practicable. In the event Price Waterhouse LLP Arthxx Xxxexxxx XXX is unwilling or unable to serve as the Arbitrating Accountant, the parties hereto shall select by mutual agreement another nationally recognized certified public accounting firm, who is not rendering (and during the preceding two-year period, period has not rendered) services to either Parent, Watsxx xx any Seller, Purchaser or of their respective Affiliates (as defined herein)affiliates, to serve as the Arbitrating Accountant. In connection with the resolution of any Dispute, the Arbitrating Accountant shall have access to all documents, records, work papers, facilities and personnel necessary to perform its function as arbitrator. The arbitration before the Arbitrating Accountant shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association. The Arbitrating Accountant's award with respect to any Dispute shall be final and binding upon the parties hereto, and judgment may be entered on the award. Seller Parent and Purchaser shall Watsxx xxxll each pay one-half of the fees and expenses of the Arbitrating Accountant with respect to any Dispute.

Disputes Regarding Closing Balance Sheet. The Company Principals and the Auditors, as the case may be, shall 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, financial data and other documentation used in the calculation of the Closing Net Worth. Disputes with respect to the Closing Balance Sheet shall be dealt with as follows: (ai) Sellers Triumph-Delaware and the Company Principals shall have thirty fifteen (3015) days after receipt of the Closing Balance Sheet (the "Dispute Period") to dispute any of the elements of or amounts reflected on in the Closing Balance Sheet (a "Balance Sheet Dispute"). If Sellers do not give 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 of a Dispute within the Dispute Period to Purchaser (a "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 Period, setting forth in reasonable detail a description of the elements and amounts with which it disagreesBalance Sheet Dispute. Within thirty ten (3010) 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 hereto shall 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 final content of Closing Net Worth as reflected in the disputed Closing Balance Sheet. (bii) If Purchaser and Seller are unable to resolve any Balance Sheet Dispute is not finally resolved within twenty (20) business days after the thirty (30) day period after Purchaser's receipt delivery of a Dispute Notice, as aforesaid, or if the Chicago office 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 of Price Waterhouse LLP selected by the Purchaser and the Company Principals (the "Arbitrating AccountantBalance Sheet Arbitrator") shall be engaged as arbitrator hereunder to settle such Dispute for resolution in accordance with the terms hereof (the "Balance Sheet Arbitration"), and in any event as soon as practicable. . (iii) In the event Price Waterhouse LLP that the accounting firm selected by the Purchaser and the Company Principals is then unwilling or unable to serve as the Arbitrating AccountantBalance Sheet Arbitrator, the parties hereto shall select by mutual written agreement another independent nationally recognized certified public accounting firm, who is not rendering (and during the preceding two-year period, has not rendered) services to any Seller, Purchaser or their respective Affiliates (as defined herein), firm to serve as the Arbitrating AccountantBalance Sheet Arbitrator. (iv) 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, 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 calculation of the Closing Net Worth. Any decision made by the 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 Dispute, Balance Sheet Dispute (the Arbitrating Accountant shall have access to all documents, records, work papers, facilities and personnel necessary to perform its function as arbitrator. The arbitration before the Arbitrating Accountant "Arbitrator's Decision") shall be conducted 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 commercial arbitration rules specific terms of this Agreement relative to the calculation of the American Arbitration AssociationClosing Net Worth. The Arbitrating AccountantArbitrator's award with respect Decision shall specifically set forth the amount of any adjustment required to any Dispute be made to the Redemption Price pursuant to Section 2.3(a) or (b), as the case may be. (vii) Any such Balance Sheet Hearing shall take place in New York, New York unless the parties shall mutually agree on another location. The Balance Sheet Hearing shall be final and binding upon governed by the parties heretoUnited States Arbitration Act, 9 U.S.C. xx.xx. 1 though 16, and judgment upon the award of the Balance Sheet Arbitrator may be entered on the award. Seller and Purchaser shall each pay one-half of the by any court having jurisdiction thereof. (viii) The fees and expenses of the Arbitrating Accountant with respect Balance Sheet Arbitrator shall be borne (A) by Triumph-Delaware in the event that the Company Principals' calculation of the Closing Net Worth was closer in dollar amounts to the 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 to the 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 Disputesuch 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 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 the Closing Net Worth requires an adjustment to the Redemption Price in accordance with Section 2.3(a) or (b) hereof, then the 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 copy of 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 Company Principals, one half to each, within ten (10) days of receipt of a copy of the Balance Sheet Arbitrator's determination.

Disputes Regarding Closing Balance Sheet. Disputes with respect to (a) The Seller Representative shall have from the time the Closing Balance Sheet shall be dealt with as follows: (a) Sellers shall have is delivered to it until 5:00 p.m., Chicago time, on the date thirty (30) days after receipt the date of the Closing Balance Sheet such delivery (the "“Dispute Period"”) to dispute any of the elements of or amounts reflected on the Closing Balance Sheet that affect the calculation of the Aggregate Consideration (a "the “Dispute"”), but only on the basis that the amounts reflected on the Closing Balance Sheet are inaccurate or do not conform to GAAP and the accounting principles and procedures set forth in the Working Capital Methodology. If Sellers do the Seller Representative does not give written notice of a Dispute deliver to Purchaser within the Dispute Period to Purchaser a written notice of the Dispute that sets forth in reasonable detail the elements and amounts with which the Seller Representative disagrees (a "“Dispute Notice"”), the Closing Balance Sheet shall be deemed to have been accepted and agreed to by Sellers the Seller Representative in the form in which it was delivered by Purchaser, to the Seller Representative and shall be final and binding upon the parties heretoparties. If Sellers have a Dispute, Sellers shall give Purchaser the Seller Representative delivers a Dispute Notice to Purchaser within the Dispute Period, setting forth in reasonable detail Purchaser and the elements and amounts with which it disagrees. Within thirty (30) days after delivery of such Dispute Notice, the parties hereto Seller Representative shall attempt to resolve such the Dispute and agree in writing upon the final content of the disputed Closing Balance SheetSheet within thirty (30) days after delivery of such Dispute Notice. (b) If Purchaser and the Seller Representative are unable to resolve any each element of the Dispute within the thirty (30) day period after Purchaser's ’s receipt of a Dispute Notice, Purchaser and the Chicago office Seller Representative shall jointly engage Ernst & Young LLP, or, if such firm declines to be retained to resolve the Dispute, another nationally recognized, independent accounting firm reasonably acceptable to Purchaser and the Seller Representative (in either case, the “Arbitrating Accountant”). The Arbitrating Accountant’s function shall be to resolve each element of the certified public accounting firm Dispute that has not been resolved by Purchaser and the Seller Representative, to revise the Closing Balance Sheet to reflect such resolutions and to calculate the Aggregate Consideration based on the elements and amounts reflected on the revised Closing Balance Sheet. (c) In connection with the resolution 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 Dispute, the Arbitrating Accountant, Accountant shall allow Purchaser and the parties hereto shall select by mutual agreement another nationally recognized certified public accounting firm, who is not rendering (and during the preceding two-year period, has not rendered) services Seller Representative to any Seller, Purchaser or present their respective Affiliates (as defined herein)positions regarding the elements and amounts of the Closing Balance Sheet in dispute. The Arbitrating Accountant may, at its discretion, conduct a conference concerning the Dispute, at which conference Purchaser and the Seller Representative shall have the right to serve as the Arbitrating Accountantpresent additional documents, materials and other information and to have present their respective counsel, accountants and other advisors. In connection with the resolution of the Dispute, there shall be no other hearings or oral examinations, testimony, depositions, discovery or other similar proceedings. Each of Purchaser and the Seller Representative shall 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 shall as promptly as possible, and in any event within 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 Representative, together with a revised Closing Balance Sheet reflecting its decision and a revised calculation of the Aggregate Consideration based on the elements and amounts reflected on the revised Closing Balance Sheet. In resolving the Dispute, the Arbitrating Accountant shall have access 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 assign a value to all documents, records, work papers, facilities and personnel necessary to perform its function as arbitratorany 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. The arbitration before Each of the Arbitrating Accountant shall be conducted in accordance with Accountant’s decision, the commercial arbitration rules revised Closing Balance Sheet and the revised calculation of the American Arbitration Association. The Arbitrating Accountant's award with respect to any Dispute Aggregate Consideration shall be final and binding upon the parties hereto, and judgment may be entered on the awardparties. Seller and Purchaser shall each pay one-half of the The Arbitrating Accountant’s fees and expenses of shall be borne equally by the Arbitrating Accountant with respect to any DisputeSeller Representative, on the one hand, and Purchaser, on the other hand.

Disputes Regarding Closing Balance Sheet. Disputes with respect to the Closing Balance Sheet shall be dealt with resolved as follows: (a) Sellers Purchaser shall have thirty forty-five (3045) days after following the receipt of the Closing Balance Sheet (the "Dispute PeriodDISPUTE PERIOD") to dispute any of the elements of or amounts reflected on the Closing Balance Sheet thereon (a "DisputeDISPUTE"). If Sellers do Purchaser does not give written notice to Xxxxx of a Dispute within the Dispute Period to Purchaser (a "Dispute NoticeDISPUTE NOTICE"), or if it delivers written notice to Xxxxx of its approval of the Closing Balance Sheet before the end of the Dispute Period, 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 Purchaser has a Dispute, Sellers Purchaser shall give Purchaser Xxxxx a Dispute Notice within the Dispute Period, setting forth in reasonable detail the elements and amounts with which it disagreesof the disagreement. Within thirty (30) days after following delivery of such Dispute Notice, the parties hereto Xxxxx and Purchaser shall attempt to resolve such Dispute and agree in writing upon the final content of the disputed Closing Balance Sheet. (b) If Xxxxx and Purchaser and Seller are unable to resolve any the Dispute within the thirty (30) day period after Purchaser's following Xxxxx'x receipt of a Dispute Notice, Xxxxx and Purchaser shall submit such Dispute, together with a statement of facts agreed to by Xxxxx and Purchaser and such arguments as either of them choose to make in connection therewith, in writing to the Chicago St. Louis, Missouri 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 Arbitrating Accountant, the parties hereto shall select by mutual agreement another a nationally recognized certified public accounting firmfirm (provided that neither Xxxxx, who is not rendering (and Purchaser nor any of their Affiliates shall have engaged such firm to perform services during the preceding two-year period, has not renderedperiod immediately preceding the date of such Dispute other than as an independent third party engaged in dispute resolution) services to any Seller, Purchaser or their respective Affiliates (as defined hereinthe "RESOLUTION ACCOUNTANT"), to serve as the Arbitrating Accountant. In connection with the resolution of any Dispute, the Arbitrating Accountant shall have access to all documents, records, work papers, facilities and personnel necessary to perform its function as arbitrator. The arbitration before the Arbitrating Accountant shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association. The Arbitrating Accountant's award with respect to any Dispute shall be final and binding upon the parties hereto, and judgment may be entered on the award. Seller Xxxxx and Purchaser shall each pay one-half cause the Resolution Accountant to resolve the Dispute within thirty (30) days following their submission of the Dispute to him in writing, which resolution shall be binding on the parties. The fees and expenses of the Arbitrating Resolution Accountant with respect to any Disputeshall be shared equally by Xxxxx and Purchaser.

Disputes Regarding Closing Balance Sheet. Disputes with respect to the Closing Balance Sheet shall be dealt with as follows: (a) Sellers shall have thirty (30) Within 60 days after following receipt of the Closing Balance Sheet Statement (such period, the "Dispute Period") ), Sellers' Representative may provide written notice to dispute any Purchaser disputing all or a part of the elements calculation of or amounts reflected on the Purchase Price in the Closing Balance Sheet Statement (a the "Dispute"). If Sellers do not give written notice of a Dispute within the Dispute Period to Purchaser (a "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 Period, setting forth in reasonable detail the elements and amounts with which 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 Sellers' Representative and the Sellers in the form in which it disagreeswas delivered and will be final and binding on the Parties. Within thirty (30) If Sellers' Representative delivers the Dispute Notice to Purchaser within the Dispute Period, then Purchaser and Sellers' Representative will use reasonable efforts to resolve the Dispute within 30 days after delivery following receipt of such the Dispute Notice, the parties hereto shall attempt to resolve provided that all such Dispute and agree in writing upon the final content discussions will be governed by Rule 408 of the disputed 143905334.14 Federal Rules of Evidence and the corresponding provisions of any state, local or foreign Law. If Purchaser agrees with Sellers' Representative's calculation of the Purchase Price in the Closing Balance SheetStatement, then Sellers' Representative's calculation of the Purchase Price in the Dispute Notice will be final and binding on the Parties. (b) If Purchaser and Seller are unable to Sellers' Representative cannot resolve any each element of the Dispute within such 30-day period, then Purchaser and Sellers' Representative will jointly engage as the thirty arbitrating expert resolving the Dispute one or more independent members (30having no conflict of interest) day period after Purchaser's receipt of a Dispute Notice, the Chicago office of the certified public accounting firm dispute resolution group 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 Arbitrating Accountant, the parties hereto shall select by mutual agreement another an independent nationally recognized certified public accounting firmfirm reasonably acceptable to Sellers' Representative and Purchaser (such Person, who is not rendering (the "Accounting Firm"). If Sellers' Representative and during Purchaser are unable, after reasonable effort, to agree on the preceding two-year periodidentity of the Accounting Firm, has not rendered) services then either of them may apply to any Seller, court of competent jurisdiction to appoint the Accounting Firm. The Accounting Firm's function will be to resolve each element of the Dispute not resolved by Purchaser or their respective Affiliates (and Sellers' Representative as defined herein)an accounting expert and not as an arbitrator, to serve as revise the Arbitrating Accountant. 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 any the Dispute, the Arbitrating Accountant shall Accounting Firm will limit its review to the positions submitted by Sellers' Representative and Purchaser. The Accounting Firm may conduct a conference concerning the Dispute, at which conference each of Purchaser and Sellers' Representative may present additional documents, materials and other information and to have access present their respective advisors, counsel and accountants; provided that Purchaser and Sellers' Representative will be limited by their respective positions submitted to all the Accounting Firm. In the resolution of the Dispute, there may be no other hearings or oral examinations, testimony, depositions, discovery or other similar Proceedings. Each of Purchaser and Sellers' Representative will provide to the other Party and the Accounting Firm during business hours and upon reasonable notice such documents, books, records, work paperspapers and finance and accounting employees as such Party or the Accounting Firm may reasonably request to review the Closing Balance Sheet and to resolve the Dispute. (d) The Accounting Firm will promptly, facilities and personnel necessary no later than within 30 days, after its appointment decide on each element in the Dispute in writing to perform Purchaser and Sellers' Representative, together with a revised Closing Balance Sheet reflecting its function as arbitrator. The arbitration before the Arbitrating Accountant shall be conducted in accordance with the commercial arbitration rules decision and a revised Closing Statement reflecting its calculation of the American Arbitration AssociationPurchase Price based on its calculation of Cash, Working Capital, Indebtedness and Transaction Expenses. The Arbitrating Accountant's award with respect In resolving the Dispute, the Accounting Firm will be bound by this Agreement and may revise no element of the Closing Balance Sheet that is not contested by Sellers' Representative or Purchaser or assign a value to any Dispute shall 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. Each of the Accounting 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 heretoParties, and judgment may be entered on the awardthereon. Seller Sellers' Representative and Purchaser shall each pay one-half of 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 respect the following formulas: (i) Purchaser will pay a 143905334.14 portion of such fees and expenses equal to any the total fees, costs and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Sellers' Representative and the denominator of which is the total dollar amount subject to the Dispute, and (ii) Sellers' Representative (on behalf of the Sellers) will pay a portion of such 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) Sellers Xxxxxx shall have thirty sixty (3060) days after receipt of the Closing Balance Sheet from Seller (the "Dispute PeriodDISPUTE PERIOD") to dispute any of the elements of or amounts reflected on the Closing Balance Sheet (a "DisputeDISPUTE"). If Sellers do Xxxxxx does not give written notice of a Dispute within the Dispute Period to Purchaser Seller (a "Dispute NoticeDISPUTE NOTICE"), the Closing Balance Sheet shall be deemed to have been accepted and agreed to by Sellers Xxxxxx in the form in which it was delivered by PurchaserSeller, and shall be final and binding upon the parties hereto. If Sellers have Xxxxxx has a Dispute, Sellers Xxxxxx shall give Purchaser Seller a Dispute "*SEE PAGE ONE OF EXHIBIT" Notice within the Dispute Period, setting forth in reasonable detail the elements and amounts with which it disagrees. Within thirty (30) days after delivery of such Dispute Notice, the parties hereto shall attempt to resolve such Dispute and agree in writing upon the final content of the disputed Closing Balance Sheet. (b) If Purchaser Xxxxxx and Seller are unable to resolve any Dispute within the thirty (30) day period after PurchaserSeller's receipt of a Dispute Notice, the Chicago New York office of the certified public accounting firm of Price Waterhouse Xxxxxx Xxxxxxxx LLP (the "Arbitrating AccountantARBITRATING ACCOUNTANT") shall be engaged as arbitrator hereunder to settle such Dispute as soon as practicable. In the event Price Waterhouse Xxxxxx Xxxxxxxx LLP is unwilling or unable to serve as the Arbitrating Accountant, the parties hereto shall select by mutual agreement another nationally recognized certified public accounting firm, who is not rendering (and during the preceding two-year period, period has not rendered) services to either Parent, Xxxxxx or any Seller, Purchaser or of their respective Affiliates (as defined herein)affiliates, to serve as the Arbitrating Accountant. In connection with the resolution of any Dispute, the Arbitrating Accountant shall have access to all documents, records, work papers, facilities and personnel necessary to perform its function as arbitrator. The arbitration before the Arbitrating Accountant shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association. The Arbitrating Accountant's award with respect to any Dispute shall be final and binding upon the parties hereto, and judgment may be entered on the award. Seller Parent and Purchaser Xxxxxx shall each pay one-half of the fees and expenses of the Arbitrating Accountant with respect to any Dispute.

Disputes Regarding Closing Balance Sheet. Disputes with respect to the Closing Balance Sheet shall be dealt with as follows: (a) Sellers shall have thirty (30) Within 30 days after following receipt of the Closing Balance Sheet Statement (such period, the "“Dispute Period") to dispute any of the elements of or amounts reflected on the Closing Balance Sheet (a "Dispute"). If Sellers do not give written notice of a Dispute within the Dispute Period to Purchaser (a "Dispute Notice"”), the Representative may provide written notice to Purchaser disputing all or a part of the calculation of the Closing Balance Sheet shall be deemed to have been accepted and agreed to by Sellers Consideration in the form in which it was delivered by Purchaser, and shall be final and binding upon Closing Statement (the parties hereto. If Sellers have a “Dispute, Sellers shall give Purchaser a Dispute Notice within the Dispute Period”), setting forth in reasonable detail the elements and amounts with which it disagrees. Within thirty the Representative disagrees (30) days after delivery of such the “Dispute Notice”). If the Representative does not deliver to Purchaser a Dispute Notice within the Dispute Period, then the parties hereto shall attempt Closing Statement will be deemed to have been accepted and agreed to by the Representative in the form in which it was delivered and will be final and binding on the Parties. If the Representative delivers the Dispute Notice to Purchaser within the Dispute Period, then Purchaser and the Representative will use reasonable efforts to resolve such the Dispute and agree in writing upon the final content within 30 days following receipt of the disputed Dispute Notice. If Purchaser agrees with the Representative’s calculation of the Closing Balance SheetConsideration in the Closing Statement, then the Representative’s calculation of the Closing Consideration in the Dispute Notice will be final and binding on the Parties. (b) If Purchaser and Seller the Representative cannot resolve each element of the Dispute within such 30-day period, then Purchaser and the Representative will jointly engage as the arbitrating expert resolving the Dispute one or more independent members (having no conflict of interest) of the dispute resolution group of a “Big 4” accounting firm reasonably acceptable to the Representative and Purchaser (such Person, the “Accounting Firm”). If the Representative and Purchaser are unable unable, after reasonable effort, to agree on the identity of the Accounting Firm, then either of them may apply to any court of competent jurisdiction to appoint the Accounting Firm. The Accounting Firm’s function will be to resolve any each element of the Dispute within not resolved by Purchaser and the thirty Representative as an accounting expert and not as an arbitrator, to revise the Closing Balance Sheet to reflect such resolutions, and to calculate the Closing Consideration based on the elements and amounts reflected on the revised Closing Balance Sheet. (30c) day period after Purchaser's receipt In the resolution of a Dispute Noticethe Dispute, the Chicago office Accounting Firm will limit its review to the positions submitted by the Representative and Purchaser. The Accounting Firm may conduct a conference concerning the Dispute, at which conference each of Purchaser and the certified public accounting firm of Price Waterhouse LLP (Representative may present additional documents, materials and other information and to have present their respective advisors, counsel and accountants; provided that Purchaser and the "Arbitrating Accountant") shall Representative will be engaged as arbitrator hereunder limited by their respective positions submitted to settle such Dispute as soon as practicablethe Accounting Firm. In the event Price Waterhouse LLP is unwilling or unable to serve as the Arbitrating Accountant, the parties hereto shall select by mutual agreement another nationally recognized certified public accounting firm, who is not rendering (and during the preceding two-year period, has not rendered) services to any Seller, Purchaser or their respective Affiliates (as defined herein), to serve as the Arbitrating Accountant. In connection with the resolution of any the Dispute, there may be no other hearings or oral examinations, testimony, depositions, discovery or other similar Proceedings. Each of Purchaser and the Arbitrating Accountant shall have access Representative will provide to all the other Party and the Accounting Firm during business hours and upon reasonable notice such documents, books, records, work paperspapers and finance and accounting employees as such Party or the Accounting Firm may reasonably request to review the Closing Balance Sheet and to resolve the Dispute. (d) The Accounting Firm will promptly, facilities and personnel necessary no later than within 30 days, after its appointment decide on each element in the Dispute in writing to perform Purchaser and the Representative, together with a revised Closing Balance Sheet reflecting its function as arbitrator. The arbitration before the Arbitrating Accountant shall be conducted in accordance with the commercial arbitration rules decision and a revised Closing Statement reflecting its calculation of the American Arbitration AssociationClosing Consideration based on its calculation of Cash, Working Capital, Indebtedness and Closing Transaction Expenses. The Arbitrating Accountant's award with respect In resolving the Dispute, the Accounting Firm will be bound by this Agreement and may revise no element of the Closing Balance Sheet that is not contested by the Representative or Purchaser or assign a value to any Dispute shall 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. Each of the Accounting Firm’s decision, the revised Closing Balance Sheet, and the revised calculation of the Closing Consideration will be final and binding upon on the parties heretoParties, 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 each pay one-half of 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 respect the following formulas: (i) Purchaser will pay a portion of such fees and expenses equal to any the total fees, costs and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of the Representative and the denominator of which is the total dollar amount subject to the Dispute, and (ii) the Representative, on behalf of the Sellers, will pay a portion of such 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. Disputes with respect to the Closing Balance Sheet shall be dealt with resolved as follows: (a) Sellers Buyer shall have thirty (30) days after receipt of the Closing Balance Sheet (Dispute Period to bring a Dispute, but only on the "Dispute Period") to dispute any of basis that the elements of or amounts reflected on the Closing Balance Sheet (a "Dispute")were not presented in accordance with Section 2.4 or were inaccurate. If Sellers do Buyer does not give written notice of a Dispute within the Dispute Period to Purchaser (a "Dispute Notice"), the Closing Balance Sheet shall be deemed to have been accepted and agreed to by Sellers Buyer in the form in which it was delivered by Purchaserto Buyer, and shall be final and binding upon the parties hereto. If Sellers have Buyer has a Dispute, Sellers Buyer shall give Purchaser Seller a Dispute Notice within the Dispute Period, setting forth in reasonable detail the elements items and amounts with which in dispute (collectively, the “Disputed Items”) (it disagreesbeing 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 such Dispute the Disputed Items and agree in writing upon the final content of the disputed Closing Balance Sheetbalance sheet. (b) If Purchaser Buyer and Seller are unable to resolve any Dispute Disputed Items within the thirty (30) day period after Purchaser's Seller’s receipt of a Dispute NoticeNotice (such items and/or amounts remaining in dispute, collectively, the Chicago office of the certified public accounting firm of Price Waterhouse LLP (the "Arbitrating Accountant") “Remaining Disputed Items”), Seller and Buyer 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 jointly engage the Arbitrating Accountant, the parties hereto shall select by mutual agreement another nationally recognized certified public accounting firm, who is not rendering (and during the preceding two-year period, has not rendered) services to any Seller, Purchaser or their respective Affiliates (Accountant as defined herein), to serve as the Arbitrating Accountantarbitrator. In connection with the resolution of any Disputethe Remaining Disputed Items, the Arbitrating Accountant shall have access to all documents, records, work papers, facilities and personnel necessary to perform its function as arbitrator. The arbitration before the Arbitrating Accountant Accountant’s function shall be conducted to resolve the Remaining Disputed Items (and only the Remaining Disputed Items) in accordance with the commercial arbitration rules 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 American Arbitration AssociationClosing Balance Sheet), and upon such resolution, conform the Closing Balance Sheet accordingly. The Arbitrating Accountant's award Accountant shall allow Buyer and Seller to present their respective positions regarding the Remaining Disputed Items. The Arbitrating Accountant may, at its discretion, conduct a conference concerning the Remaining Disputed Items, at which conference each party shall have the right to present additional documents, materials and other information and to have present its advisors, counsel and accountants. In connection with respect such process, there shall be no other hearings or any oral examinations, testimony, depositions, discovery or other similar proceedings. In resolving any Remaining Disputed Item, the Arbitrating Accountant may not assign a value to any Dispute item 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. The Arbitrating Accountant shall promptly, and in any event within sixty (60) days after the date of its appointment, render its decision on the Remaining Disputed Items in writing and finalize the Closing Balance Sheet. Such written determination shall be final and binding upon the parties hereto, and judgment may be entered on the award. Seller and Purchaser Upon the resolution of all Disputes, the Closing Balance Sheet shall each pay one-half be revised to reflect such resolution. The Arbitrating Accountant shall determine the proportion of the its fees and expenses to be paid by each of Seller and Buyer, based primarily on the degree to which the Arbitrating Accountant with respect to any Disputehas accepted the positions of the respective parties.

Disputes Regarding Closing Balance Sheet. Disputes with respect to the Closing Balance Sheet shall be dealt with as follows: (ai) Sellers The Buyer shall have thirty (30) days after receipt of the Closing Balance Sheet (the "Dispute Period") to dispute any of the elements of or amounts reflected on in the Closing Balance Sheet (a "Balance Sheet Dispute"). If Sellers do not give the Buyer has a Balance Sheet Dispute, the Buyer shall deliver to the Seller and Seller's Auditors written notice of a Dispute within the Dispute Period to Purchaser (a "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 Period, setting forth in reasonable detail a description of the elements and amounts with which it disagreesBalance 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 and Buyer 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 Net Asset Value as reflected in the Closing 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 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 calculation of the Net Asset Value. (ii) If any Balance Sheet Dispute is not finally resolved within twenty (20) days after the Buyer shall have delivered a Dispute Notice, 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 (the "Balance Sheet Arbitrator") for resolution in accordance with the terms hereof (the "Balance Sheet Arbitration"), and in any event as soon as practicable. The Balance Sheet Arbitrator shall not have represented, nor had any other business or financial relationship with, Seller or Buyer or any affiliate thereof within the past five years. (iii) In the event that the accounting firm jointly selected by the Buyer and the Seller is then unwilling or unable to serve as the Balance Sheet Arbitrator, the parties hereto shall select by mutual written agreement another nationally recognized certified public accounting firm to serve as the Balance Sheet Arbitrator, which firm is not then rendering (and during the preceding five year period has not rendered) services to any party hereto or any affiliate thereof, nor shall such firm then have or have had during the past five years any other business or financial relationship with such party or affiliate thereof. In the event that a Balance Sheet Arbitrator is not selected, for any reason, within thirty (30) days after delivery of such Dispute Notice, the parties hereto shall attempt to resolve such Dispute and agree in writing upon the final content of the disputed Closing Balance Sheet. (b) If Purchaser and Seller are unable to resolve any Dispute within the thirty (30) day period after Purchaser's receipt of a Dispute Notice, the Chicago office Balance Sheet Arbitrator shall be selected by the CPR Institute for Dispute Resolution, New York, New York. (iv) The Balance Sheet Arbitrator shall hold a hearing within thirty (30) days of the certified public accounting firm submission of Price Waterhouse LLP the Balance Sheet Dispute for arbitration (the "Arbitrating AccountantBalance Sheet Hearing") and shall render a decision within thirty (30) days of the conclusion of such hearing. In 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 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 Net Asset Value. Any decision made by the 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 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 solely upon the presentations of the parties hereto at the Balance Sheet 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 final resolution of any Balance Sheet Dispute (the "Arbitrator's Decision") shall be engaged as arbitrator hereunder to settle in writing, shall set forth the calculations made in reaching its decision, shall describe the manner in which such Dispute as soon as practicable. In calculations were made and shall include a representation that the event Price Waterhouse LLP is unwilling or unable to serve as the Arbitrating Accountant, the parties hereto shall select by mutual agreement another nationally recognized certified public accounting firm, who is not rendering (and during the preceding two-year period, has not rendered) services to any Seller, Purchaser or their respective Affiliates (as defined herein), to serve as the Arbitrating Accountant. In connection with the resolution of any Dispute, the Arbitrating Accountant shall have access to all documents, records, work papers, facilities and personnel necessary to perform its function as arbitrator. The arbitration before the Arbitrating Accountant shall be conducted manner so used was in accordance with the commercial arbitration rules specific terms of this Agreement relative to the calculation of the American Arbitration AssociationNet Asset Value. The Arbitrating AccountantArbitrator's award with respect Decision shall specifically set forth the amount of any adjustment required to any Dispute 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 another location. The Balance Sheet Arbitration shall be final and binding upon governed by the parties heretoUnited States Arbitration Act, 9 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 each pay one-half of the by any court having jurisdiction thereof. (viii) The fees and expenses of the Arbitrating Accountant with respect 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 Disputesuch 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 Balance Sheet Arbitrator, in such form as may be mutually acceptable to the Balance Sheet Arbitrator and the parties hereto. (ix) If the Balance Sheet Arbitrator determines that the value of the Net Asset Value requires an adjustment to the Initial Payment in accordance with Section 2.2 hereof, then the 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 decrease, the Seller shall reimburse such amount to Buyer within ten business days of such final determination.

Disputes Regarding Closing Balance Sheet. Disputes with respect to the Closing Balance Sheet shall be dealt with resolved as follows: (a) Sellers Purchaser shall have thirty (30) days after receipt of the Closing Balance Sheet Delivery Date (the "Dispute Period") to dispute (i) any of the elements of or amounts reflected on the Closing Balance Sheet and affecting the calculation of the Purchase Price and/or (ii) the calculation of the Purchase Price (a "Dispute"). If Sellers do Purchaser does not give written notice of a Dispute within the Dispute Period to Purchaser Seller (a "Dispute Notice"), the Closing Balance Sheet shall be deemed to have been accepted and agreed to by Sellers Purchaser in the form in which it was delivered by to Purchaser, and shall be final and binding upon the parties hereto. If Sellers have Purchaser has a Dispute, Sellers Purchaser shall give Purchaser the Stockholders' Committee a Dispute Notice within the Dispute Period, setting forth in reasonable detail the elements and amounts with which it disagrees. Within thirty (30) days after delivery of such Dispute Notice, the parties hereto shall attempt to resolve such Dispute and agree in writing upon the final content of the disputed Closing Balance Sheet. (b) If Purchaser and Seller the Stockholders' Committee are unable to resolve any Dispute within the thirty (30) day period after Purchaserthe Stockholders' Committee's receipt of a Dispute Notice, the Chicago office of the certified public accounting firm of Price Waterhouse LLP Stockholders' Committee and Purchaser shall jointly engage as arbitrator (the "Arbitrating Accountant") shall be engaged as arbitrator hereunder to settle such Dispute as soon as practicablea public accounting firm of national reputation, other than Deloitte & Touche LLP. In If Purchaser and the event Price Waterhouse LLP is unwilling or Stockholders' Committee are unable to serve as agree on the appointment of the Arbitrating Accountant, the parties hereto Arbitrating Accountant shall select be selected by mutual agreement another nationally recognized certified public accounting firm, who is not rendering (of the Stockholders' Committee's and during the preceding two-year period, has not rendered) services to any Seller, Purchaser or their Purchaser's respective Affiliates (as defined herein), to serve as the Arbitrating Accountantaccountants. In connection with the resolution of any Dispute, the Arbitrating Accountant shall have access to all documents, records, work papers, facilities and personnel necessary to perform its function as arbitrator. The arbitration before Arbitrating Accountant's function shall be to conform the disputed elements or amounts set forth on the Closing Balance Sheet to the requirements of Sections 3 and 4 (as applicable). (c) The Arbitrating Accountant shall be conducted in accordance allow Purchaser and the Stockholders' Committee to present their respective positions regarding the Dispute and shall thereafter as promptly as possible provide Purchaser and the Stockholders' Committee with the commercial arbitration rules a written determination of the American Arbitration Association. The Arbitrating Accountant's award with respect to any Dispute 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 based on its own assessment of whichever of the two parties' determinations more closely approximates the Arbitrating Accountant's own determination of such amount, and judgment 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 entered 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 awardquestion in writing and finalize the Closing Balance Sheet. Seller The Arbitrating Accountant may, at its, discretion, conduct a conference concerning the Dispute, at which conference each party shall have the right to present additional documents, materials and Purchaser other information and to have present its advisors, counsel and accountants. In connection with such process, there shall each pay one-half be no other hearings or any oral examinations, testimony, depositions, discovery or other similar proceedings. (d) The party whose position in any Dispute is not accepted by the Arbitrating Accountant (in favor of the other party's position) shall bear all of the fees and expenses of the arbitration proceeding. Where more than one Dispute is considered in such arbitration proceeding and the Arbitrating Accountant finds in favor of each party on separate Disputes, the party which, in aggregating all of such Disputes, 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 respect to any Disputethe preceding sentence the reasonable fees and expenses of the other party's legal, accounting and other professional advisors incurred in connection with such Dispute if it determines that such party's positions in connection with the Dispute were not taken in good faith.

Disputes Regarding Closing Balance Sheet. Disputes with respect to the Closing Balance Sheet shall be dealt with resolved as follows: (a) Sellers Seller shall have thirty (30) 45 days after receipt of the Closing Balance Sheet from Purchaser (the "Dispute Period") to dispute any of the elements of or amounts reflected on the Closing Balance Sheet but only on the basis that such amounts were not presented in accordance with the Adjusted GAAP Principles (a "Dispute"). If Sellers do Seller does not give to Purchaser written notice of a Dispute within the Dispute Period to Purchaser (a "Dispute Notice"), the Closing Balance Sheet shall be deemed to have been accepted and agreed to by Sellers Seller in the form in which it was delivered by Purchaser, Purchaser and shall be final and binding upon the parties hereto. If Sellers have Seller has a Dispute, Sellers Seller shall give Purchaser a Dispute Notice within the Dispute Period, setting forth in reasonable detail the elements and amounts with which it disagrees. Within thirty (30) 30 days after delivery of such Dispute Notice, the parties hereto shall attempt to resolve such Dispute and agree in writing upon the final content of the disputed Closing Balance Sheet. (b) If Seller and Purchaser and Seller 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 Purchaser and Seller shall promptly engage a nationally recognized certified public accounting firm of Price Waterhouse LLP not engaged by Purchaser, Seller or their respective Affiliates (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 Arbitrating Accountant, the parties hereto shall select by mutual agreement another nationally recognized certified public accounting firm, who is not rendering (and during the preceding two-year period, has not rendered) services to any Seller, Purchaser or their respective Affiliates (as defined herein), to serve as the Arbitrating Accountant. In connection with the resolution of any Dispute, the Arbitrating Accountant shall have access to all documents, records, work papers, facilities and personnel necessary to perform its function as arbitrator. The arbitration before Arbitrating Accountant's function shall be to conform the Closing Balance Sheet to the Adjusted GAAP Principles. The Arbitrating Accountant shall be conducted in accordance with allow Seller and Purchaser to present their respective positions regarding the commercial arbitration rules Dispute and shall thereafter as promptly as possible (but not later than 60 days) following the engagement of the American Arbitration Association. The Arbitrating Accountant's award with respect to any Dispute , provide the parties hereto a written determination of the Dispute. Such written determination shall be final and binding upon the parties hereto, hereto and judgment may be entered on the award. Seller and Purchaser shall each pay one-half a portion of the fees and expenses of the Arbitrating Accountant with respect in an amount determined by multiplying the total amount of such fees and expenses by a fraction the numerator of which is the amount awarded to any Seller by the Arbitrating Accountant and the denominator of which is aggregate amount which is the subject matter of the Dispute, and Seller shall pay the balance of such fees and expenses. Upon the resolution of all Disputes, the Closing Balance Sheet shall be revised to reflect such resolution and, as so revised, shall be final and binding for purposes of this Agreement.

Disputes Regarding Closing Balance Sheet. Disputes with respect to (a) Seller shall have 30 days after the date that the Closing Balance Sheet shall be dealt with as follows: (a) Sellers shall have thirty (30) days after receipt of the Closing Balance Sheet was delivered (the "“Dispute Period"”) to dispute any of the elements of or amounts reflected on the Closing Balance Sheet that affect the calculation of the Cash Portion (a "the “Dispute"”). If Sellers do Seller does not give to Purchaser a written notice of the Dispute that sets forth the amounts with which Purchaser disagrees (a “Dispute Notice”) within the Dispute Period to Purchaser (a "Dispute Notice")Period, the Closing Balance Sheet shall be deemed to have been accepted and agreed to by Sellers Seller in the form in which it was delivered by Purchaser, to Seller and shall be final and binding upon the parties heretoparties. If Sellers have a Dispute, Sellers shall give Purchaser Seller delivers a Dispute Notice to Purchaser within the Dispute Period, setting forth in reasonable detail the elements Purchaser and amounts with which it disagrees. Within thirty (30) days after delivery of such Dispute Notice, the parties hereto Seller shall attempt to resolve such the Dispute and agree in writing upon the final content of the disputed Closing Balance SheetSheet within 30 days after delivery of such Dispute Notice. (b) If Purchaser and Seller are unable to resolve any each element of the Dispute within the thirty (30) -day period after Purchaser's ’s receipt of a Dispute Notice, the Chicago office of the Purchaser and Seller shall jointly engage a nationally recognized certified public accounting firm that has not performed accounting, tax or auditing services for Purchaser, Seller, or any of Price Waterhouse LLP their respective Affiliates during the past three years as the arbitrator of the Dispute (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 If Purchaser and Seller are unable to serve as agree on the identity of the Arbitrating Accountant, the parties hereto accountants of Purchaser and Seller shall jointly select by mutual agreement another nationally recognized certified public accounting firm, who is not rendering (and during the preceding two-year period, has not rendered) services to any Seller, Purchaser or their respective Affiliates (as defined herein), to serve as the Arbitrating Accountant. The Arbitrating Accountant’s function shall be to conform the Closing Balance Sheet to the requirements of Sections 1.3 and 1.4 and to calculate the Cash Portion in accordance with the terms of this Agreement based on the elements and amounts reflected on the Closing Balance Sheet. (c) In connection with the resolution of the Dispute, the Arbitrating Accountant shall allow Purchaser and Seller 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 a conference concerning the Dispute, at which conference Purchaser and Seller shall have the right to present additional documents, materials and other information and to have present their respective advisors, counsel and accountants. In connection with the resolution of any the Dispute, there shall be no other hearings or oral examinations, testimony, depositions, discovery or other similar proceedings. Each of Purchaser and Seller shall make available to the other party and the Arbitrating Accountant shall have access to all Accountant, as the case may be, such documents, books, records, work papers, facilities facilities, personnel and personnel necessary to perform its function other information as arbitrator. The arbitration before such 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 conducted 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 accordance dispute. (e) The Arbitrating Accountant shall as promptly as possible, and in any event within 30 days after the date of its appointment, render its decision on the Dispute in writing to Purchaser and Seller, together with the commercial arbitration rules a revised Closing Balance Sheet reflecting its decision and a revised calculation of the American Arbitration AssociationCash Portion based on the elements and amounts reflected on the revised Closing Balance Sheet. The Each of the Arbitrating Accountant's award with respect to any Dispute ’s decision, the revised Closing Balance Sheet and the revised calculation of the Cash Portion shall be final and binding upon the parties hereto, and judgment may be entered on the award. Seller and Purchaser The Arbitrating Accountant shall each pay one-half determine the proportion of the 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 with respect to any Disputehas accepted the positions of the respective parties.

Disputes Regarding Closing Balance Sheet. Disputes with respect to the Closing Balance Sheet shall be dealt with as follows: (a) Sellers Purchaser shall have thirty (30) days after receipt of the Closing Balance Sheet (the "Dispute Period") to dispute any of the elements of or amounts reflected on the Closing Balance Sheet (a "Dispute"). If Sellers do Purchaser does not give written notice of a Dispute within the Dispute Period to Purchaser Sensor (a "Dispute Notice"), the Closing Balance Sheet shall be deemed to have been accepted and agreed to by Sellers Purchaser in the form in which it was delivered by PurchaserSensor, and shall be final and binding upon the parties hereto. If Sellers have Purchaser has a Dispute, Sellers Purchaser shall give Purchaser Sensor a Dispute Notice within the Dispute Period, setting forth in reasonable detail the elements and amounts with which it disagrees. Within thirty (30) days after delivery of such Dispute Notice, the parties hereto shall attempt in good faith to resolve such Dispute and agree in writing upon the final content of the disputed Closing Balance Sheet. (b) If Purchaser and Seller Sensor are unable to resolve any Dispute within the thirty (30) day period after PurchaserSensor's receipt of a Dispute Notice, the Chicago 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 Arbitrating Accountant, the parties hereto shall select by mutual agreement another nationally recognized certified public accounting firm, who is not rendering (and during the preceding two-year period, has not rendered) services to any Sellerof the Contract Parties, Purchaser or their respective Affiliates (as defined herein), to serve as the Arbitrating Accountant. In connection with the resolution of any Dispute, the Arbitrating Accountant shall have access to all documents, records, work papers, facilities and personnel necessary to perform its function as arbitrator. The arbitration before the Arbitrating Accountant shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association. The Arbitrating Accountant's award with respect to any Dispute shall be final and binding upon the parties 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 each pay one-half of the fees and expenses of the Arbitrating Accountant with respect to any Dispute.

Disputes Regarding Closing Balance Sheet. Disputes with respect to the Closing Balance Sheet shall be dealt with as follows: (a) Sellers shall Seller Representative will have thirty from the time the Closing Statement is delivered to it until 5:00 p.m., Eastern time, on the date that is forty-five (3045) days after receipt the date of such delivery (such period, the Closing Balance Sheet (the "“Dispute Period"”) to dispute any of the elements of or amounts reflected on the Closing Balance Sheet that affect the calculation of the Purchase Price (a "the “Dispute"”). If Sellers do Seller Representative does not give written notice of a Dispute deliver to Purchaser Representative within the Dispute Period to Purchaser a written notice of the Dispute (a "the “Dispute Notice"”), then the Closing Balance Sheet shall Statement will be deemed to have been accepted and agreed to by Sellers Seller Representative in the form in which it was delivered by Purchaser, to Seller Representative and shall will be final and binding upon the parties heretoparties. If Sellers have a Dispute, Sellers shall give Purchaser a Seller Representative delivers the Dispute Notice to Purchaser Representative within the Dispute Period, setting forth in reasonable detail the elements then Seller Representative and amounts with which it disagrees. Within thirty (30) days after delivery of such Dispute Notice, the parties hereto shall Purchaser Representative will attempt to resolve such the Dispute and agree in writing upon the final content of the disputed Closing Statement within thirty (30) days after delivery of the Dispute Notice (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. If Purchaser Representative agrees in writing with the objection of Seller Representative and Seller Representative’s calculation of the Purchase Price, then Seller Representative’s calculation of the Purchase Price will be final and binding upon the parties. Purchaser Representative may, within thirty (30) days following the end of the Resolution Period, 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 Representative are unable to resolve each element of the Dispute within the Resolution Period, then 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 KPMG LLP or, if such Person refuses to accept such appointment, of another internationally recognized certified public accounting firm mutually agreed upon by Purchaser Representative and Seller Representative that has not performed accounting, Tax or auditing services for any party or any of their respective Affiliates during the three (3) years prior to the date hereof (such Person, the “Arbitrating Accountant”). If Purchaser Representative and Seller Representative are unable to agree on the identity of the Arbitrating Accountant, then the independent accounting firm of each of Purchaser Representative and Seller Representative will jointly select the Arbitrating Accountant. The Arbitrating Accountant’s function will be to resolve each element of the Dispute that has not been resolved by Purchaser Representative and Seller Representative, 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. (b) If Purchaser and Seller are unable In connection with the resolution of the Dispute, the Arbitrating Accountant will limit its review to resolve the unresolved positions (which, for the avoidance of doubt, will not include any Dispute within matter that was not specified in the thirty (30) day period after Purchaser's receipt of a Dispute Notice, the Chicago office as applicable, or any matter previously agreed upon in writing by Purchaser Representative and Seller Representative) of the certified public accounting firm parties set out in the Dispute Notice. The Arbitrating Accountant may, at its discretion, conduct a conference concerning the Dispute, at which conference each of Price Waterhouse LLP (Purchaser Representative and Seller Representative will have the "Arbitrating Accountant") shall be engaged as arbitrator hereunder right to settle such Dispute as soon as practicable. In the event Price Waterhouse LLP is unwilling or unable present additional documents, materials and other information and to serve as the Arbitrating Accountant, the parties hereto shall select by mutual agreement another nationally recognized certified public accounting firm, who is not rendering (and during the preceding two-year period, has not rendered) services to any Seller, Purchaser or have present their respective Affiliates (as defined herein)advisors, to serve as counsel and accountants; provided that Purchaser Representative and Seller Representative will be limited by their respective positions in the Arbitrating AccountantClosing Statement and the Dispute Notice. In connection with the resolution of the Dispute, there 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 the other party and such party’s authorized officers, employees, agents, attorneys, consultants, accountants and lenders with such documents, books, records, work papers and other information, as such Person may reasonably request in connection with the review of the Closing Balance Sheet and the resolution of the Dispute. (c) The Arbitrating Accountant will as promptly as possible, and in any event within 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 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 and amounts reflected on the revised Closing Balance Sheet. In resolving the Dispute, the Arbitrating Accountant shall have access (i) will be bound by the provisions of this Agreement, (ii) may not revise any element of the Closing Balance Sheet that is not contested in the Dispute Notice, (iii) assign a value to all documentsany 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 or (iv) apply any accounting methods, recordstreatments, work papers, facilities and personnel necessary to perform its function as arbitratorprinciples or procedures other than the Accounting Principles. The arbitration before Each of the Arbitrating Accountant shall be conducted in accordance with Accountant’s decision, the commercial arbitration rules revised Closing Balance Sheet and the revised calculation of the American Arbitration Association. The Arbitrating Accountant's award with respect to any Dispute shall Purchase Price will be final and binding upon the parties heretoparties, and judgment may be entered on the award. Seller and Purchaser shall each pay one-half of the fees The fees, costs and expenses of the Arbitrating Accountant with respect 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 any DisputePurchaser Representative (on behalf of Purchasers), on the one hand, and Seller Representative (on behalf of Sellers), on the other hand, bears to the amount actually contested by such Person, as determined by the Arbitrating Accountant.

Disputes Regarding Closing Balance Sheet. Disputes with respect to the Closing Balance Sheet shall be dealt with as follows: (a) Sellers shall Representative will have from the time the Closing Statement is delivered to it until 5:00 p.m., Mountain time, on the date that is thirty (30) days after receipt the date of such delivery (such period, the Closing Balance Sheet (the "“Dispute Period"”) to dispute any of the elements of or amounts reflected on the Closing Balance Sheet that affect the calculation of the Merger Consideration or any inaccuracies in the determination of the Merger Consideration set forth in the Closing Statement (a "the “Dispute"”), provided that, Representative shall have reasonable access during regular business hours and upon reasonable notice to the financial books and records upon which the Closing Statement is based and to key personnel of the Surviving Corporation and Purchaser who prepared the Closing Statement. If Sellers do Representative accepts and agrees in writing to the Closing Statement as a final determination thereof or does not give written notice of a Dispute deliver to Purchaser within the Dispute Period to Purchaser a written notice of the Dispute that sets forth in reasonable detail the elements and amounts with which Representative disagrees (a "the “Dispute Notice"”), then the Closing Balance Sheet shall Statement will be deemed to have been accepted and agreed to by Sellers Representative in the form in which it was delivered by Purchaser, to Representative and shall will be final and binding upon the parties hereto. 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 Sellers have a Dispute, Sellers shall give Purchaser a Representative delivers the Dispute Notice to Purchaser within the Dispute Period, setting forth then Purchaser and Representative will negotiate in reasonable detail the elements and amounts with which it disagrees. Within thirty (30) days after delivery of such Dispute Notice, the parties hereto shall good faith to attempt to resolve such the Dispute and agree in writing upon the final content of the disputed Closing Balance Sheet. Statement within thirty (b30) days after delivery of the Dispute Notice (the “Resolution Period”). 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 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 or as resolved between Purchaser and Representative, as applicable. If Purchaser and Seller Representative are unable to resolve any each element of the Dispute within the thirty (30) day period after Purchaser's receipt Resolution Period, then Purchaser and Representative will jointly engage one or more independent members of a Dispute NoticePricewaterhouseCoopers or, the Chicago office of the certified public accounting firm of Price Waterhouse LLP (the "Arbitrating Accountant") shall be engaged as arbitrator hereunder if such Persons refuse to settle accept such Dispute as soon as practicable. In the event Price Waterhouse LLP is unwilling or unable to serve as the Arbitrating Accountantappointment, the parties hereto shall select by mutual agreement another nationally recognized certified public accounting firm, who is not rendering (and during the preceding two-year period, firm that has not rendered) performed accounting, tax or auditing services to for Purchaser, the Company or any Seller, Purchaser or of their respective Affiliates during the past three (as defined herein3) years (such Person, the “Independent Accountant”). If Purchaser and Representative are unable to agree on the identity of the Independent Accountant, to serve as then each of Purchaser and Representative will select one external accountant and such external accountants will jointly select the Arbitrating Independent Accountant. The Independent Accountant’s function will be to resolve only such elements of the Dispute that have not been resolved by Purchaser and Representative as an accounting expert and not as an arbitrator in accordance with this Agreement. (c) In connection with the resolution of any the Dispute, the Arbitrating Independent Accountant shall have access will limit its review to all the positions of the Parties set out in the Closing Balance Sheet and Closing Statement delivered by Purchaser pursuant to Section 2.7(b) and Section 2.7(c) and the Dispute Notice, provided, that, the Independent Accountant may ask questions of Purchaser and Representative with respect to their positions. Each of Purchaser and Representative will make available to the other Party and the Independent Accountant, as the case may be, such documents, books, records, work papers, facilities facilities, personnel and personnel necessary other information as such Party or the Independent Accountant may reasonably request to perform review the Closing Balance Sheet and to resolve the Dispute. (d) The Independent Accountant will as promptly as possible, and in any event within thirty (30) days after the date of its function as arbitrator. The arbitration before appointment, render its decision on each element in the Arbitrating Accountant shall be conducted Dispute in accordance writing to Purchaser and Representative, together with the commercial arbitration rules a revised Closing Balance Sheet reflecting its decision and a revised Closing Statement reflecting its calculation of the American Arbitration AssociationMerger Consideration based on the elements and amounts reflected on the revised Closing Balance Sheet. The Arbitrating Accountant's award with respect In resolving the Dispute, the 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 assign a value to any Dispute shall 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. Each of the Independent Accountant’s decision, the revised Closing Balance Sheet and the revised calculation of the Merger Consideration will be final and binding upon the parties heretoParties 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 each pay one-half of 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 respect the following formulas: (i) Purchaser will pay a portion of such fees and expenses equal to any 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 Representative and the denominator of which is the total dollar amount subject to the Dispute, and (ii) 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. 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 dealt with resolved as follows: (a) Sellers The Shareholders’ Representative shall have thirty (30) days after receipt of following the Closing Balance Sheet Delivery Date (the "“Dispute Period"”) to dispute any of the elements of or amounts reflected on the Closing Balance Sheet and affecting the calculation of the Merger Price or Per Share Amount (a "“Dispute"”). If Sellers do the Shareholders’ Representative does not give to Buyer written notice of a Dispute (a “Dispute Notice”) within the Dispute Period to Purchaser (a "Dispute Notice")Period, the Closing Balance Sheet shall be deemed to have treated as if it had been accepted and agreed to by Sellers the Shareholders’ Representative in the form in which it was delivered by Purchaserdelivered, and shall be final and binding upon the parties hereto. If Sellers have the Shareholders’ Representative has a Dispute, Sellers the Shareholders’ Representative shall give Purchaser Buyer a Dispute Notice within the Dispute Period, setting forth in reasonable detail the elements and amounts with which it disagrees. Within thirty (30) days after delivery of such the Dispute Notice, Buyer and the parties hereto Shareholders’ Representative shall attempt to resolve such the Dispute and agree in writing upon the final content of the disputed Closing Balance Sheet. (b) If Purchaser Buyer and Seller the Shareholders’ Representative are unable to resolve any Dispute within the thirty (30) day period after Purchaser's receipt following the Shareholders’ Representative’s delivery of a Dispute Notice, the Chicago Shareholders’ Representative and Buyer shall jointly engage the Los Angeles office of the certified public accounting firm of Price Waterhouse Ernst & Young LLP (the "“Arbitrating Accountant"”) shall be engaged as arbitrator hereunder to settle such Dispute as soon as practicablearbitrator. In the event Price Waterhouse If Ernst & Young LLP is unable or unwilling or unable to serve as the Arbitrating Accountant, the parties hereto Arbitrating Accountant shall select be the Los Angeles office of an accounting firm selected promptly by mutual agreement another nationally recognized certified public accounting firm, who is not rendering (of Buyer and during the preceding two-year period, has not rendered) services to any Seller, Purchaser or their respective Affiliates (as defined herein), to serve as the Arbitrating AccountantShareholders’ Representative. In connection with the resolution of any Dispute, the Arbitrating Accountant shall have access to all documents, records, work papers, facilities and personnel necessary to perform its function as arbitrator. The arbitration before Arbitrating Accountant’s function shall solely be to resolve the Dispute. The Arbitrating Accountant shall be conducted in accordance with allow Buyer and the commercial arbitration rules of Shareholders’ Representative (and their respective representatives) to present their respective positions regarding the American Arbitration AssociationDispute. The Arbitrating Accountant's award Accountant may, at its discretion, conduct a conference concerning the Dispute, at which conference each party shall have the right to present additional documents, materials and other information and to have present its advisors, counsel and accountants. In connection with respect to such process, there shall be no other hearings or any Dispute oral examinations, testimony, depositions, discovery or other similar proceedings. The Arbitrating Accountant shall thereafter promptly render its decision on the question in writing and finalize the Closing Balance Sheet. Such written determination shall be final and binding upon the parties hereto, and judgment may be entered on the award. Seller and Purchaser Upon the resolution of all Disputes, the Closing Balance Sheet shall each pay one-half of be revised to reflect the resolution. The fees and expenses of the Arbitrating Accountant with respect to any Disputeshall be paid half by the Shareholders’ Representative on behalf of the Shareholders, on the one hand, and half by Buyer, on the other hand.

Disputes Regarding Closing Balance Sheet. Disputes with respect to (a) Seller shall have from the time the Closing Balance Sheet shall be dealt with as follows: (a) Sellers shall have thirty (30) is delivered to it until 5:00 p.m., Pacific time, on the date 30 days after receipt the date of the Closing Balance Sheet such delivery (the "“Dispute Period"”) to dispute any of the elements of or amounts reflected on the Closing Balance Sheet that affect the calculation of the Purchase Price (a "the “Dispute"”), but only on the basis that the amounts reflected on the Closing Balance Sheet are inaccurate or do not conform to the requirements of Section 3.4. If Sellers do Seller does not give written notice of a Dispute deliver to Purchaser within the Dispute Period to Purchaser a written notice of the Dispute that sets forth in reasonable detail the elements and amounts with which Seller disagrees (a "“Dispute Notice"”), the Closing Balance Sheet shall be deemed to have been accepted and agreed to by Sellers Seller in the form in which it was delivered by Purchaser, to Seller and shall be final and binding upon the parties heretoparties. If Sellers have a Dispute, Sellers shall give Purchaser Seller delivers a Dispute Notice to Purchaser within the Dispute Period, setting forth in reasonable detail the elements Purchaser and amounts with which it disagrees. Within thirty (30) days after delivery of such Dispute Notice, the parties hereto Seller shall attempt to resolve such the Dispute and agree in writing upon the final content of the disputed Closing Balance SheetSheet within 30 days after delivery of such Dispute Notice. (b) If Purchaser and Seller are unable to resolve any each element of the Dispute within the thirty (30) -day period after Purchaser's Seller’s receipt of a Dispute Notice, the Chicago office of the Purchaser and Seller shall jointly engage a nationally recognized certified public accounting firm that has not performed accounting, Tax or auditing services for Purchaser, Seller or any of Price Waterhouse LLP their respective Affiliates during the past three years as the arbitrator of the Dispute (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 If Purchaser and Seller are unable to serve as agree on the identity of the Arbitrating Accountant, the parties hereto accountants of Purchaser and Seller shall jointly select by mutual agreement another nationally recognized certified public accounting firm, who is not rendering (and during the preceding two-year period, has not rendered) services to any Seller, Purchaser or their respective Affiliates (as defined herein), to serve as the Arbitrating Accountant. In connection with the resolution of any Dispute, the Arbitrating Accountant shall have access to all documents, records, work papers, facilities and personnel necessary to perform its function as arbitrator. The arbitration before the Arbitrating Accountant shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association. The Arbitrating Accountant's award ’s function shall be to resolve each element of the Dispute that has not been resolved by Purchaser and Seller, 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. “Affiliate” with respect to any Dispute shall be final Person means any other Person who directly or indirectly Controls, is Controlled by or is under common Control with such Person, including, in the case of any Person who is an individual, his or her spouse, any of his or her descendants (lineal or adopted) or ancestors and binding upon the parties hereto, and judgment may be entered on the award. Seller and Purchaser shall each pay one-half any of the fees and expenses of the Arbitrating Accountant with respect to any Disputetheir spouses.