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 resolved as follows: (a) During the Dispute Period, the Sellers’ Committee may bring a Dispute, but only on the basis that the amounts reflected on the Closing Balance Sheet were not presented in accordance with Section 2.4 or were inaccurate or incomplete. If the Sellers’ Committee does not deliver a Dispute Notice within the Dispute Period, the Closing Balance Sheet shall be deemed to have been accepted and agreed to by the Sellers’ Committee in the form in which it was delivered to the Sellers’ Committee, and shall be final and binding upon the parties hereto. If the Sellers’ Committee has a Dispute, 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 the Sellers’ Committee are unable to resolve any Dispute within the thirty (30) day period after Purchaser’s receipt of a Dispute Notice, the Sellers’ Committee and Purchaser shall jointly engage the Arbitrating Accountant as arbitrator. 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 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 allow Purchaser and the Sellers’ Committee to present their respective positions regarding the Dispute. 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 other information and to have present its advisors, counsel and accountants. In connection with 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. Upon the resolution of all Disputes, the Closing Balance Sheet shall be revised to reflect such resolution. The Arbitrating Accountant shall determine the proportion of its fees and expenses to be paid by each of the Sellers’ Committee and Purchaser, based primarily on the degree to which the Arbitrating Accountant has accepted the positions of the respective parties.

Disputes Regarding Closing Balance Sheet. Disputes with respect to the Closing Balance Sheet shall be resolved dealt with as follows: (a) During Sellers shall have thirty (30) days after receipt of the Closing Balance Sheet (the "Dispute Period, ") to dispute any of the Sellers’ Committee may bring a Dispute, but only on the basis that the elements of or amounts reflected on the Closing Balance Sheet were not presented in accordance with Section 2.4 or were inaccurate or incomplete(a "Dispute"). If the Sellers’ Committee does Sellers do not deliver give written notice of a Dispute Notice within the Dispute PeriodPeriod to Purchaser (a "Dispute Notice"), the Closing Balance Sheet shall be deemed to have been accepted and agreed to by the Sellers’ Committee Sellers in the form in which it was delivered to the Sellers’ Committeeby Purchaser, and shall be final and binding upon the parties hereto. If the Sellers’ Committee has Sellers have a Dispute, the Sellers’ Committee 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 the Sellers’ Committee Seller are unable to resolve any Dispute within the thirty (30) day period after Purchaser’s 's receipt of a Dispute Notice, the Sellers’ Committee and Purchaser Chicago office of the certified public accounting firm of Price Waterhouse LLP (the "Arbitrating Accountant") shall jointly engage 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 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 arbitratordefined 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’s function Accountant shall be to conform the Closing Balance Sheet to the requirements of Section 2.4 and conducted in accordance with GAAPthe commercial arbitration rules of the American Arbitration Association. The Arbitrating Accountant shall allow Purchaser and the Sellers’ Committee Accountant's award with respect to present their respective positions regarding the Dispute. 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 other information and to have present its advisors, counsel and accountants. In connection with 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. Upon Seller and Purchaser shall each pay one-half of the resolution of all Disputes, the Closing Balance Sheet shall be revised to reflect such resolution. The Arbitrating Accountant shall determine the proportion of its fees and expenses to be paid by each of the Sellers’ Committee and Purchaser, based primarily on the degree to which the Arbitrating Accountant has accepted the positions of the respective partieswith respect to any Dispute.

Disputes Regarding Closing Balance Sheet. Disputes with respect (a) Seller will have from the time the Closing Statement is delivered to it until 5:00 p.m., Eastern time, on the date that is 30 days after the date of such delivery (such period, the “Dispute Period”) to dispute any elements of or amounts reflected on the Closing Balance Sheet shall be resolved as follows: 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) During the Dispute Period, the Sellers’ Committee may bring a “Dispute”), but only on the basis that the amounts reflected on in the Closing Balance Sheet Statement are inaccurate or were not presented prepared in accordance with the requirements of Section 2.4 or were inaccurate or incomplete2.5. If the Sellers’ Committee Seller does not deliver a Dispute Notice to Purchaser within the Dispute PeriodPeriod a written notice of the Dispute that sets forth in reasonable detail the elements and amounts with which Seller disagrees (the “Dispute Notice”), then the Closing Balance Sheet shall Statement will be deemed to have been accepted and agreed to by the Sellers’ Committee Seller in the form in which it was delivered to the Sellers’ Committee, Seller and shall will be final and binding upon the parties heretoParties. If Seller delivers the Sellers’ Committee has a Dispute, the Sellers’ Committee shall give Purchaser a 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 will jointly engage as the Sellers’ Committee arbitrator of the Dispute one or more independent members of the dispute resolution group of PricewaterhouseCoopers LLP or, if such Person refuses to accept such appointment, another nationally recognized certified public accounting firm that has not performed accounting, tax or auditing services for Purchaser, Seller, the Company or any of their respective Affiliates during the past three years (such Person, the “Arbitrating Accountant”). If Seller and Purchaser are unable to resolve any Dispute agree on the identity of the Arbitrating Accountant within the thirty (30) day period 15 days after Purchaser’s receipt delivery of a the Dispute NoticeResponse, either Seller or Purchaser may request that the Sellers’ Committee and Purchaser shall jointly engage American Arbitration Association appoint an independent third party accounting firm meeting the aforementioned requirements to serve as the Arbitrating Accountant as arbitratorAccountant. 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 shall have access to all documents, records, work papers, facilities and personnel necessary to perform will limit its function as arbitrator. The Arbitrating Accountant’s function shall be to conform the Closing Balance Sheet review to the requirements of Section 2.4 and unresolved elements or amounts set forth in accordance with GAAP. The Arbitrating Accountant shall allow Purchaser the Dispute Notice and the Sellers’ Committee to present their respective positions regarding the DisputeDispute Response. The Arbitrating Accountant may, at its discretion, conduct a conference one or more conferences concerning the Dispute, at which conference conferences each party shall 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 its 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 such processthe resolution of the Dispute, there shall not be no any other hearings or any oral examinations, testimony, depositions, discovery or other similar proceedingsProceedings. Each of Seller and Purchaser will make available to the other Party and the Arbitrating Accountant, as the case may be, such documents, books, records, work papers, facilities, personnel and other information as such Party or the Arbitrating Accountant may reasonably request to review the Closing Balance Sheet and to resolve the Dispute. (d) The Arbitrating Accountant shall promptlywill as promptly as possible, and in any event within sixty (60) 15 days after the date of its appointment, render its decision on each element in the Dispute in writing to Seller and finalize Purchaser, together with a revised Closing Balance Sheet reflecting its decision and a revised Closing Statement reflecting its calculation of the Purchase Price based on the elements and amounts reflected on the revised Closing Balance Sheet. Such written determination shall In resolving the Dispute, the Arbitrating Accountant will be bound by the provisions of this Agreement and may not revise any element of the Closing Balance Sheet that is not contested in the Dispute Notice or the Dispute Response or assign a value to any disputed element of the Closing Balance Sheet greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party in the Dispute Notice or the Dispute Response. Each of the Arbitrating Accountant’s decision, the revised Closing Balance Sheet and the revised calculation of the Purchase Price will be final and binding upon the parties heretoParties, and judgment may be entered on the award. Upon Seller and Purchaser shall share the resolution of all Disputes, the Closing Balance Sheet shall be revised to reflect such resolution. The Arbitrating Accountant shall determine the proportion of its fees and expenses to be paid by each of the Sellers’ Committee and Purchaser, based primarily on the degree to which the Arbitrating Accountant has accepted in inverse proportion to the positions relative amounts subject to the Dispute determined in favor of such Party, in accordance with the respective partiesfollowing formulas: (i) Purchaser shall pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Seller and the denominator of which is the total dollar amount subject to the Dispute and (ii) Seller shall pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Purchaser and the denominator of which is the total dollar amount subject to the Dispute.

Disputes Regarding Closing Balance Sheet. Disputes with respect to the Closing Balance Sheet shall be resolved as follows: (a) During 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 the date of such delivery (such period, the “Dispute Period, the Sellers’ Committee may bring a Dispute, but only on the basis that the ”) to dispute any elements of or amounts reflected on the Closing Balance Sheet were not presented that affect the calculation of the Merger Consideration or any inaccuracies in accordance with Section 2.4 or were inaccurate or incompletethe determination of the Merger Consideration set forth in the Closing Statement (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 Representative accepts and agrees in writing to the Sellers’ Committee Closing Statement as a final determination thereof or does not deliver a Dispute Notice to Purchaser within the Dispute PeriodPeriod a written notice of the Dispute that sets forth in reasonable detail the elements and amounts with which Representative disagrees (the “Dispute Notice”), then the Closing Balance Sheet shall Statement will be deemed to have been accepted and agreed to by the Sellers’ Committee Representative in the form in which it was delivered to the Sellers’ Committee, Representative and shall will be final and binding upon the parties hereto. If Parties and the Sellers’ Committee has a Disputecalculation 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 Sellers’ Committee calculation of Actual Indebtedness determined pursuant to Section 2.7(c) shall give Purchaser a 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 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 the Sellers’ Committee Representative are unable to resolve any each element of the Dispute within the thirty (30) day period after Resolution Period, then Purchaser and Representative will jointly engage one or more independent members of PricewaterhouseCoopers or, if such Persons refuse to accept such appointment, another nationally recognized certified public accounting firm that has not performed accounting, tax or auditing services for Purchaser’s receipt of a Dispute Notice, the Sellers’ Committee Company or any of their respective Affiliates during the past three (3) years (such Person, the “Independent Accountant”). If Purchaser and Representative are unable to agree on the identity of the Independent Accountant, then each of Purchaser shall and Representative will select one external accountant and such external accountants will jointly engage select the Arbitrating Accountant 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 arbitrator. 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 its function as arbitrator. The Arbitrating Accountant’s function shall be to conform review the Closing Balance Sheet and to the requirements of Section 2.4 and in accordance with GAAP. The Arbitrating Accountant shall allow Purchaser and the Sellers’ Committee to present their respective positions regarding resolve the Dispute. . (d) The Arbitrating Independent 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 such process, there shall be no other hearings or any oral examinations, testimony, depositions, discovery or other similar proceedings. The Arbitrating Accountant shall promptlywill as promptly as possible, and in any event within sixty thirty (6030) days after the date of its appointment, render its decision on each element in the Dispute in writing to Purchaser and finalize Representative, together with a revised Closing Balance Sheet reflecting its decision and a revised Closing Statement reflecting its calculation of the Merger Consideration based on the elements and amounts reflected on the revised Closing Balance Sheet. Such written determination shall 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 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 Indebtedness, as applicable, shall be deemed the Final Company Cash, Final Net Working Capital Adjustment, Final Transaction Expenses and Final Indebtedness, respectively. Representative and Purchaser will share the fees and expenses of the Independent Accountant in inverse proportion to the relative amounts subject to the Dispute determined in favor of such Party, in accordance with the following formulas: (i) Purchaser will pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Dispute resolved in favor of Representative and the denominator of which is the total dollar amount subject to the Dispute, and judgment may be entered (ii) Representative will pay from the Representative Expense Fund on behalf of the award. Upon Equityholders a portion of such fees and expenses equal to the resolution of all Disputestotal fees and expenses multiplied by a fraction, the Closing Balance Sheet shall be revised numerator of which is the dollar amount subject to reflect such resolutionthe Dispute resolved in favor of Purchaser and the denominator of which is the total dollar amount subject to the Dispute. The Arbitrating Independent Accountant shall determine the proportion include such apportionment of its fees and expenses in its written report to be paid by each Purchaser and Representative. Notwithstanding the foregoing, Purchaser and Representative (on behalf of the Sellers’ Committee Equityholders) will each be responsible for paying the fees and Purchaserexpenses of its own respective attorneys, based primarily on accountants and other representatives in connection with the degree to which the Arbitrating Accountant has accepted the positions of the respective partiesDispute.

Disputes Regarding Closing Balance Sheet. Disputes with respect to (a) The Seller Representative shall have from the time the Closing Balance Sheet shall be resolved as follows: is delivered to it until 5:00 p.m., Chicago time, on the date thirty (a30) During days after the date of such delivery (the “Dispute Period, ”) to dispute any elements of or amounts reflected on the Sellers’ Committee may bring a Closing Balance Sheet that affect the calculation of the Aggregate Consideration (the “Dispute”), but only on the basis that the amounts reflected on the Closing Balance Sheet were not presented in accordance with Section 2.4 or were are inaccurate or incompletedo not conform to GAAP and the accounting principles and procedures set forth in the Working Capital Methodology. If the Sellers’ Committee Seller Representative does not deliver a Dispute Notice to Purchaser within the Dispute PeriodPeriod 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 the Sellers’ Committee Seller Representative in the form in which it was delivered to the Sellers’ Committee, Seller Representative and shall be final and binding upon the parties heretoparties. If the Sellers’ Committee has a Dispute, the Sellers’ Committee shall give Purchaser 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 Sellers’ Committee Seller Representative are unable to resolve any each element of the Dispute within the thirty (30) day period after Purchaser’s receipt of a Dispute Notice, Purchaser and the Sellers’ Committee and Purchaser Seller Representative shall jointly engage Ernst & Young LLP, or, if such firm declines to be retained to resolve the Arbitrating Accountant as arbitrator. In connection with the resolution of any Dispute, another nationally recognized, independent accounting firm reasonably acceptable to Purchaser and the Seller Representative (in either case, the “Arbitrating Accountant shall have access to all documents, records, work papers, facilities and personnel necessary to perform its function as arbitratorAccountant”). The Arbitrating Accountant’s function shall be to conform resolve each element of the 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 requirements Aggregate Consideration based on the elements and amounts reflected on the revised Closing Balance Sheet. (c) In connection with the resolution of Section 2.4 and in accordance with GAAP. The the Dispute, the Arbitrating Accountant shall allow Purchaser and the Sellers’ Committee Seller Representative to present their respective positions regarding the Disputeelements 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 each party Purchaser and the Seller Representative shall have the right to present additional documents, materials and other information and to have present its their respective counsel, accountants and other advisors, counsel and accountants. In connection with such processthe resolution of the Dispute, there shall be no other hearings or any 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 promptlyas promptly as possible, and in any event within sixty thirty (6030) days after the date of its appointment, render its decision on each element in the Dispute in writing to Purchaser and finalize 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. Such written determination In resolving the Dispute, the Arbitrating Accountant shall be bound by the provisions of this Agreement and may not revise any element of the Closing Balance Sheet that is not contested in the Dispute Notice or 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. Each of the Arbitrating Accountant’s decision, the revised Closing Balance Sheet and the revised calculation of the Aggregate Consideration shall be final and binding upon the parties hereto, and judgment may be entered on the award. Upon the resolution of all Disputes, the Closing Balance Sheet shall be revised to reflect such resolutionparties. The Arbitrating Accountant shall determine the proportion of its Accountant’s fees and expenses to shall be paid borne equally by each of the Sellers’ Committee Seller Representative, on the one hand, and Purchaser, based primarily on the degree to which the Arbitrating Accountant has accepted the positions of the respective partiesother hand.

Disputes Regarding Closing Balance Sheet. Disputes with respect to the Closing Balance Sheet shall be resolved dealt with as follows: (ai) During the Dispute Period, the Sellers’ Committee may bring a Dispute, but only on the basis that the amounts reflected on The Buyer shall have thirty (30) days after receipt of the Closing Balance Sheet were not presented in accordance with Section 2.4 or were inaccurate or incomplete. If (the Sellers’ Committee does not deliver a Dispute Notice within the "Dispute Period, ") to dispute any of the elements of or amounts reflected in the Closing Balance Sheet shall be deemed to have been accepted and agreed to by the Sellers’ Committee in the form in which it was delivered to the Sellers’ Committee, and shall be final and binding upon the parties hereto(a "Balance Sheet Dispute"). If the Sellers’ Committee Buyer has a Balance Sheet Dispute, the Sellers’ Committee Buyer shall give Purchaser deliver to the Seller and Seller's Auditors written notice (a "Dispute Notice 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 the Sellers’ Committee are unable to resolve any Dispute within the thirty (30) day period after Purchaser’s receipt of a Dispute Notice, the Sellers’ Committee 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 submission of the Balance Sheet Dispute for arbitration (the "Balance Sheet Hearing") and Purchaser shall jointly engage render a decision within thirty (30) days of the Arbitrating Accountant as arbitratorconclusion of such hearing. In connection preparation for its presentation at such Balance Sheet Hearing, either party may depose such directors, officers, employees or agents of the other party or its auditors as it may deem reasonably necessary for such preparation. Each party hereto may file with the 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 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 Arbitrating Accountant’s function "Arbitrator's Decision") shall be to conform in writing, shall set forth the Closing Balance Sheet to calculations made in reaching its decision, shall describe the requirements of Section 2.4 manner in which such calculations were made and shall include a representation that the manner so used was in accordance with GAAPthe specific terms of this Agreement relative to the calculation of the Net Asset Value. The Arbitrating Accountant Arbitrator's Decision shall allow Purchaser specifically set forth the amount of any adjustment required to be made to the Initial Payment pursuant to Section 2.2. (vii) Any such Balance Sheet Arbitration shall take place in Boston, Massachusetts unless the parties shall mutually agree on another location. The Balance Sheet Arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. SectionSection 1 through 16, and judgment upon the award of the Balance Sheet Arbitrator may be entered by any court having jurisdiction thereof. (viii) The fees and expenses of the Balance Sheet Arbitrator shall be shared equally by the Buyer and the Sellers’ Committee Seller. Each of the parties hereto shall bear their own costs and expenses related to present their respective positions regarding any such Balance Sheet Arbitration. Upon the Dispute. The Arbitrating Accountant mayrequest of the Balance Sheet Arbitrator, at its discretion, conduct a conference concerning the Dispute, at which conference 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 have the right to present additional documents, materials and other information and to have present its advisors, counsel and accountantsbe increased or decreased in accordance with such determination. In connection with the event of an increase, the Buyer shall pay such process, there shall be no other hearings or any oral examinations, testimony, depositions, discovery or other similar proceedings. The Arbitrating Accountant shall promptlyamount to Seller within ten business days of the final determination, and in any the 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. Upon the resolution of all Disputesa decrease, the Closing Balance Sheet Seller shall be revised reimburse such amount to reflect Buyer within ten business days of such resolution. The Arbitrating Accountant shall determine the proportion of its fees and expenses to be paid by each of the Sellers’ Committee and Purchaser, based primarily on the degree to which the Arbitrating Accountant has accepted the positions of the respective partiesfinal determination.

Disputes Regarding Closing Balance Sheet. Disputes with respect to (a) Seller shall have from the time the Closing Balance Sheet shall be resolved as follows: is delivered to it until 5:00 p.m., Pacific time, on the date 30 days after the date of such delivery (a) During the “Dispute Period, ”) to dispute any elements of or amounts reflected on the Sellers’ Committee may bring a Closing Balance Sheet that affect the calculation of the Purchase Price (the “Dispute”), but only on the basis that the amounts reflected on the Closing Balance Sheet were not presented in accordance with Section 2.4 or were are inaccurate or incompletedo not conform to the requirements of Section 3.4. If the Sellers’ Committee Seller does not deliver a Dispute Notice to Purchaser within the Dispute PeriodPeriod 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 the Sellers’ Committee Seller in the form in which it was delivered to the Sellers’ Committee, Seller and shall be final and binding upon the parties heretoparties. If the Sellers’ Committee has a Dispute, the Sellers’ Committee 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 the Sellers’ Committee Seller are unable to resolve any each element of the Dispute within the thirty (30) -day period after PurchaserSeller’s receipt of a Dispute Notice, the Sellers’ Committee Purchaser and Purchaser 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 their respective Affiliates during the past three years as the arbitrator of the Dispute (the “Arbitrating Accountant”). If Purchaser and Seller are unable to agree on the identity of the Arbitrating Accountant as arbitrator. In connection with the resolution of any DisputeAccountant, the accountants of Purchaser and Seller shall jointly select the Arbitrating Accountant shall have access to all documents, records, work papers, facilities and personnel necessary to perform its function as arbitratorAccountant. The Arbitrating Accountant’s function shall be to conform resolve each element of the Dispute that has not been resolved by Purchaser and Seller, to revise the Closing Balance Sheet to the requirements of Section 2.4 and in accordance with GAAP. The Arbitrating Accountant shall allow Purchaser and the Sellers’ Committee to present their respective positions regarding the Dispute. 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 other information reflect such resolutions and to have present its advisors, counsel and accountants. In connection with 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 calculate the date of its appointment, render its decision Purchase Price based on the Dispute in writing elements and finalize amounts reflected on the revised Closing Balance Sheet. Such written determination shall be final “Affiliate” with respect to any 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. Upon the resolution any of all Disputes, the Closing Balance Sheet shall be revised to reflect such resolution. The Arbitrating Accountant shall determine the proportion of its fees and expenses to be paid by each of the Sellers’ Committee and Purchaser, based primarily on the degree to which the Arbitrating Accountant has accepted the positions of the respective partiestheir spouses.

Disputes Regarding Closing Balance Sheet. Disputes with respect to the Closing Balance Sheet shall be resolved as follows: (a) During Purchaser shall have thirty (30) days after the Delivery Date (the "Dispute Period, ") to dispute (i) any of the Sellers’ Committee may bring a Dispute, but only on the basis that the elements of or amounts reflected on the Closing Balance Sheet were not presented in accordance with Section 2.4 or were inaccurate or incompleteand affecting the calculation of the Purchase Price and/or (ii) the calculation of the Purchase Price (a "Dispute"). If the Sellers’ Committee Purchaser does not deliver give written notice of a Dispute Notice within the Dispute PeriodPeriod to Seller (a "Dispute Notice"), the Closing Balance Sheet shall be deemed to have been accepted and agreed to by the Sellers’ Committee Purchaser in the form in which it was delivered to the Sellers’ CommitteePurchaser, and shall be final and binding upon the parties hereto. If the Sellers’ Committee Purchaser has a Dispute, the Sellers’ Committee 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 the Sellers’ Stockholders' Committee are unable to resolve any Dispute within the thirty (30) day period after Purchaser’s the Stockholders' Committee's receipt of a Dispute Notice, the Sellers’ Stockholders' Committee and Purchaser shall jointly engage as arbitrator (the "Arbitrating Accountant") a public accounting firm of national reputation, other than Deloitte & Touche LLP. If Purchaser and the Stockholders' Committee are unable to agree on the appointment of the Arbitrating Accountant, the Arbitrating Accountant as arbitratorshall be selected by agreement of the Stockholders' Committee's and Purchaser's respective accountants. 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 Arbitrating Accountant’s 's function shall be to conform the disputed elements or amounts set forth on the Closing Balance Sheet to the requirements of Section 2.4 Sections 3 and in accordance with GAAP. 4 (as applicable). (c) The Arbitrating Accountant shall allow Purchaser and the Sellers’ Stockholders' Committee to present their respective positions regarding the Dispute and shall thereafter as promptly as possible provide Purchaser and the Stockholders' Committee with a written determination of the Dispute, which shall be final and binding upon the parties hereto. In this regard, for each particular Dispute, the Arbitrating Accountant shall select either Purchaser's or the Stockholders' Committee's determination of the amount that is the subject of the Dispute 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 the Arbitrating Accountant may not substitute its own determination of the amount in dispute as the final determination of such amount. Upon the resolution of all Disputes, the Closing Balance Sheet shall be revised to reflect such resolution. The Arbitrating Accountant shall promptly, and in any event within sixty (60) calendar days after the date of its appointment, render its decision on the question in writing and finalize the Closing Balance Sheet. The Arbitrating Accountant may, at its its, discretion, conduct 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 such process, there shall 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 shall promptlymay, and in any event within sixty (60) days after its discretion, also award to the date of its appointment, render its decision on party obligated to pay 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. Upon the resolution of all Disputes, the Closing Balance Sheet shall be revised to reflect such resolution. The Arbitrating Accountant shall determine the proportion of its fees and expenses to be paid by each of the Sellers’ Committee arbitration proceeding in accordance with the preceding sentence the reasonable fees and Purchaser, based primarily on the degree to which the Arbitrating Accountant has accepted the positions expenses of the respective partiesother 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 resolved as follows: (a) During Within 60 days following receipt of the Closing Statement (such period, the "Dispute Period"), Sellers' Representative may provide written notice to Purchaser disputing all or a part of the Sellers’ Committee may bring a Dispute, but only on calculation of the basis that the amounts reflected on Purchase Price in the Closing Balance Sheet were not presented in accordance with Section 2.4 or were inaccurate or incomplete. If Statement (the Sellers’ Committee does not deliver a Dispute Notice within the Dispute Period, the Closing Balance Sheet shall be deemed to have been accepted and agreed to by the Sellers’ Committee in the form in which it was delivered to the Sellers’ Committee, and shall be final and binding upon the parties hereto. If the Sellers’ Committee has a "Dispute, the Sellers’ Committee 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 Sellers' Representative cannot resolve each element of the Dispute within such 30-day period, then Purchaser and Sellers’ Committee ' 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 an independent nationally recognized certified public accounting firm reasonably acceptable to Sellers' Representative and Purchaser (such Person, the "Accounting Firm"). If Sellers' 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 the thirty (30) day period after Purchaser’s receipt of a Dispute Noticenot resolved by Purchaser and Sellers' Representative as an accounting expert and not as an arbitrator, the Sellers’ Committee and Purchaser shall jointly engage the Arbitrating Accountant as arbitrator. 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 Arbitrating Accountant’s function shall be to conform revise the Closing Balance Sheet to reflect such resolutions and to calculate the requirements Purchase Price based on the elements and amounts reflected on the revised Closing Balance Sheet. (c) In the resolution of Section 2.4 the Dispute, the Accounting Firm will limit its review to the positions submitted by Sellers' Representative and in accordance with GAAPPurchaser. The Arbitrating Accountant shall allow Purchaser and the Sellers’ Committee to present their respective positions regarding the Dispute. The Arbitrating Accountant may, at its discretion, Accounting Firm may conduct a conference concerning the Dispute, at which conference each party shall have the right to of Purchaser and Sellers' Representative may present additional documents, materials and other information and to have present its their respective advisors, counsel and accountants; provided that Purchaser and Sellers' Representative will be limited by their respective positions submitted to the Accounting Firm. In connection with such processthe resolution of the Dispute, there shall may be no other hearings or any oral examinations, testimony, depositions, discovery or other similar proceedingsProceedings. 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 papers 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 Arbitrating Accountant shall Accounting Firm will promptly, and no later than within 30 days, after its appointment decide on each element in any event within sixty (60) days after the date of its appointment, render its decision on the Dispute in writing to Purchaser and finalize Sellers' 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 its calculation of Cash, Working Capital, Indebtedness and Transaction Expenses. In resolving the Dispute, the Accounting Firm will be bound by this Agreement and may revise no element of the Closing Balance SheetSheet that is not contested by Sellers' Representative or Purchaser or assign a value to any disputed element of the Closing Balance Sheet greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. Such written determination shall 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 thereon. Sellers' Representative and Purchaser will share the award. Upon the resolution of all Disputes, the Closing Balance Sheet shall be revised to reflect such resolution. The Arbitrating Accountant shall determine the proportion of its fees and expenses of the Accounting Firm in inverse proportion to be paid the relative amounts subject to the Dispute determined in favor of such Party, in accordance with the following formulas: (i) Purchaser will pay a 143905334.14 portion of such fees and expenses equal to the total fees, costs and expenses multiplied by each 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’ Committee ) will pay a portion of such fees, costs and Purchaserexpenses equal to the total fees and expenses multiplied by a fraction, based primarily 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 the degree to which the Arbitrating Accountant has accepted the positions behalf of the Sellers) will pay the fees, costs and expenses of their respective partiesattorneys, accountants and other representatives in the Dispute.

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 resolved as follows: was delivered (a) During the “Dispute Period, the Sellers’ Committee may bring a Dispute, but only on the basis that the ”) to dispute any elements of or amounts reflected on the Closing Balance Sheet were not presented in accordance with Section 2.4 or were inaccurate or incompletethat affect the calculation of the Cash Portion (the “Dispute”). If the Sellers’ Committee Seller does not deliver give to Purchaser a written notice of the Dispute Notice that sets forth the amounts with which Purchaser disagrees (a “Dispute Notice”) within the Dispute Period, the Closing Balance Sheet shall be deemed to have been accepted and agreed to by the Sellers’ Committee Seller in the form in which it was delivered to the Sellers’ Committee, Seller and shall be final and binding upon the parties heretoparties. If the Sellers’ Committee has a Dispute, the Sellers’ Committee 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 the Sellers’ Committee Seller are unable to resolve any each element of the Dispute within the thirty (30) -day period after Purchaser’s receipt of a Dispute Notice, the Sellers’ Committee Purchaser and Purchaser 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 their respective Affiliates during the past three years as the arbitrator of the Dispute (the “Arbitrating Accountant”). If Purchaser and Seller are unable to agree on the identity of the Arbitrating Accountant as arbitrator. In connection with the resolution of any DisputeAccountant, the accountants of Purchaser and Seller shall jointly select the Arbitrating Accountant shall have access to all documents, records, work papers, facilities and personnel necessary to perform its function as arbitratorAccountant. The Arbitrating Accountant’s function shall be to conform the Closing Balance Sheet to the requirements of Section 2.4 Sections 1.3 and 1.4 and to calculate the Cash Portion in accordance with GAAP. The 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 the Sellers’ Committee Seller to present their respective positions regarding the Disputeelements 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 each party Purchaser and Seller shall have the right to present additional documents, materials and other information and to have present its their respective advisors, counsel and accountants. In connection with such processthe resolution of the Dispute, there shall be no other hearings or any 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, 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) In resolving any disputed item, the Arbitrating Accountant (i) shall be bound by the provisions of this Section 1.5, (ii) may not assign a value to any item greater than the greatest value claimed for such item or less than the smallest value for such item claimed by either Seller, on the one hand, or Purchaser, on the other hand and (iii) shall limit its decision to such items as are in dispute. (e) The Arbitrating Accountant shall promptlyas promptly as possible, and in any event within sixty (60) 30 days after the date of its appointment, render its decision on the Dispute in writing to Purchaser and finalize Seller, together with a revised Closing Balance Sheet reflecting its decision and a revised calculation of the Cash Portion based on the elements and amounts reflected on the revised Closing Balance Sheet. Such written determination Each of the Arbitrating Accountant’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. Upon the resolution of all Disputes, the Closing Balance Sheet shall be revised to reflect such resolution. The Arbitrating Accountant shall determine the proportion of its fees and expenses to be paid by each of Seller, on the Sellers’ Committee one hand, and Purchaser, on the other hand, based primarily on the degree to which the Arbitrating Accountant has accepted the positions of the respective parties.

Disputes Regarding Closing Balance Sheet. Disputes with respect to the Closing Balance Sheet shall be resolved as follows: (a) During Within 30 days following receipt of the Closing Statement (such period, the “Dispute Period”), the Sellers’ Committee Representative may bring provide written notice to Purchaser disputing all or a Dispute, but only on part of the basis that the amounts reflected on calculation of the Closing Balance Sheet were not presented Consideration in accordance with Section 2.4 or were inaccurate or incomplete. If the Sellers’ Committee does not deliver a Dispute Notice within the Dispute Period, the Closing Balance Sheet shall be deemed to have been accepted and agreed to by Statement (the Sellers’ Committee in the form in which it was delivered to the Sellers’ Committee, and shall be final and binding upon the parties hereto. If the Sellers’ Committee has a “Dispute, 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 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 the Sellers’ Committee 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 (30) day period after Purchaser’s receipt of a Dispute NoticeRepresentative as an accounting expert and not as an arbitrator, the Sellers’ Committee and Purchaser shall jointly engage the Arbitrating Accountant as arbitrator. 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 Arbitrating Accountant’s function shall be to conform revise the Closing Balance Sheet to reflect such resolutions, and to calculate the requirements Closing Consideration based on the elements and amounts reflected on the revised Closing Balance Sheet. (c) In the resolution of Section 2.4 the Dispute, the Accounting Firm will limit its review to the positions submitted by the Representative and in accordance with GAAPPurchaser. The Arbitrating Accountant shall allow Purchaser and the Sellers’ Committee to present their respective positions regarding the Dispute. The Arbitrating Accountant may, at its discretion, Accounting Firm may conduct a conference concerning the Dispute, at which conference each party shall have of Purchaser and the right to Representative may present additional documents, materials and other information and to have present its their respective advisors, counsel and accountants; provided that Purchaser and the Representative will be limited by their respective positions submitted to the Accounting Firm. In connection with such processthe resolution of the Dispute, there shall may be no other hearings or any oral examinations, testimony, depositions, discovery or other similar proceedingsProceedings. Each of Purchaser and the Representative will provide to the other Party and the Accounting Firm during business hours and upon reasonable notice such documents, books, records, work papers 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 Arbitrating Accountant shall Accounting Firm will promptly, and no later than within 30 days, after its appointment decide on each element in any event within sixty (60) days after the date of its appointment, render its decision on the Dispute in writing to Purchaser and finalize the Representative, together with a revised Closing Balance Sheet reflecting its decision and a revised Closing Statement reflecting its calculation of the Closing Consideration based on its calculation of Cash, Working Capital, Indebtedness and Closing Transaction Expenses. 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 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. Such written determination shall , 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 awardSellers solely in its capacity as Representative and not in its individual capacity, and Purchaser will share the fees and expenses of the Accounting Firm in inverse proportion to the relative amounts subject to the Dispute determined in favor of such Party, in accordance with the following formulas: (i) Purchaser will pay a portion of such fees and expenses equal to 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. Upon Notwithstanding the resolution foregoing, each of all DisputesPurchaser 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 shall be revised and the Closing Consideration is finally determined in accordance with this Section 2.11 is referred to reflect such resolution. The Arbitrating Accountant shall determine as the proportion of its fees and expenses to be paid by each of the Sellers’ Committee and Purchaser, based primarily on the degree to which the Arbitrating Accountant has accepted the positions of the respective parties“Determination Date”.

Disputes Regarding Closing Balance Sheet. Disputes with respect to the Closing Balance Sheet shall be resolved as follows: (a) During Seller shall have 45 days after receipt of the Closing Balance Sheet from Purchaser (the "Dispute Period, ") to dispute any of the Sellers’ Committee may bring a Dispute, but only on the basis that 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 Section 2.4 or were inaccurate or incompletethe Adjusted GAAP Principles (a "Dispute"). If the Sellers’ Committee Seller does not deliver give to Purchaser written notice of a Dispute Notice within the Dispute PeriodPeriod (a "Dispute Notice"), the Closing Balance Sheet shall be deemed to have been accepted and agreed to by the Sellers’ Committee Seller in the form in which it was delivered to the Sellers’ Committee, by Purchaser and shall be final and binding upon the parties hereto. If the Sellers’ Committee Seller has a Dispute, the Sellers’ Committee 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 the Sellers’ Committee are unable to resolve any Dispute within the thirty (30) -day period after Purchaser’s 's receipt of a Dispute Notice, Purchaser and Seller shall promptly engage a nationally recognized certified public accounting firm not engaged by Purchaser, Seller or their respective Affiliates (the Sellers’ Committee and Purchaser shall jointly engage the "Arbitrating Accountant as arbitratorAccountant"). 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 Arbitrating Accountant’s 's function shall be to conform the Closing Balance Sheet to the requirements of Section 2.4 and in accordance with GAAPAdjusted GAAP Principles. The Arbitrating Accountant shall allow Seller and Purchaser and the Sellers’ Committee to present their respective positions regarding the Dispute. The Dispute and shall thereafter as promptly as possible (but not later than 60 days) following the engagement of the Arbitrating Accountant mayAccountant, at its discretion, conduct provide the parties hereto a conference concerning written determination of 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 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, hereto and judgment may be entered on the award. Purchaser shall pay a portion of the fees and expenses of the Arbitrating Accountant 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 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. The Arbitrating Accountant resolution and, as so revised, shall determine the proportion be final and binding for purposes of its fees and expenses to be paid by each of the Sellers’ Committee and Purchaser, based primarily on the degree to which the Arbitrating Accountant has accepted the positions of the respective partiesthis Agreement.

Disputes Regarding Closing Balance Sheet. Disputes with respect to the Closing Balance Sheet shall be resolved as follows: (a) During Buyer shall have the Dispute Period, the Sellers’ Committee may Period to bring a Dispute, but only on the basis that the amounts reflected on the Closing Balance Sheet were not presented in accordance with Section 2.4 or were inaccurate or incompleteinaccurate. If the Sellers’ Committee Buyer does not deliver give a Dispute Notice within the Dispute PeriodNotice, the Closing Balance Sheet shall be deemed to have been accepted and agreed to by the Sellers’ Committee Buyer in the form in which it was delivered to the Sellers’ CommitteeBuyer, and shall be final and binding upon the parties hereto. If the Sellers’ Committee Buyer has a Dispute, the Sellers’ Committee 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 the Sellers’ Committee Seller are unable to resolve any Dispute Disputed Items within the thirty (30) day period after PurchaserSeller’s receipt of a Dispute NoticeNotice (such items and/or amounts remaining in dispute, collectively, the Sellers’ Committee “Remaining Disputed Items”), Seller and Purchaser Buyer shall jointly engage the Arbitrating Accountant as arbitrator. 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 Arbitrating Accountant’s function shall be to conform resolve the Closing Balance Sheet to Remaining Disputed Items (and only the Remaining Disputed Items) in accordance with the requirements of Section 2.4 and in accordance with GAAPSchedule 2.4 and shall be bound by the definitions of Indebtedness, Transaction Expenses, Working Capital and Working Capital Adjustment, and such review shall be based solely on presentations and submissions by Buyer and Seller (and not by independent review of the Closing Balance Sheet), and upon such resolution, conform the Closing Balance Sheet accordingly. The Arbitrating Accountant shall allow Purchaser Buyer and the Sellers’ Committee Seller to present their respective positions regarding the DisputeRemaining Disputed Items. The Arbitrating Accountant may, at its discretion, conduct a conference concerning the DisputeRemaining 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 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 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 Dispute 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. Upon the resolution of all Disputes, the Closing Balance Sheet shall be revised to reflect such resolution. The Arbitrating Accountant shall determine the proportion of its fees and expenses to be paid by each of the Sellers’ Committee Seller and PurchaserBuyer, based primarily on the degree to which the Arbitrating Accountant has accepted the positions of the respective parties.

Disputes Regarding Closing Balance Sheet. Disputes with respect to the Closing Balance Sheet shall be resolved dealt with as follows: (a) During Purchaser shall have thirty (30) days after receipt of the Closing Balance Sheet (the "Dispute Period, ") to dispute any of the Sellers’ Committee may bring a Dispute, but only on the basis that the elements of or amounts reflected on the Closing Balance Sheet were not presented in accordance with Section 2.4 or were inaccurate or incomplete(a "Dispute"). If the Sellers’ Committee Purchaser does not deliver give written notice of a Dispute Notice within the Dispute PeriodPeriod to Sensor (a "Dispute Notice"), the Closing Balance Sheet shall be deemed to have been accepted and agreed to by the Sellers’ Committee Purchaser in the form in which it was delivered to the Sellers’ Committeeby Sensor, and shall be final and binding upon the parties hereto. If the Sellers’ Committee Purchaser has a Dispute, the Sellers’ Committee 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 the Sellers’ Committee Sensor are unable to resolve any Dispute within the thirty (30) day period after Purchaser’s Sensor's receipt of a Dispute Notice, the Sellers’ Committee and Purchaser Boston office of the certified public accounting firm of Price Waterhouse LLP (the "Arbitrating Accountant") shall jointly engage 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 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 of the Contract Parties, Purchaser or their respective Affiliates (as arbitratordefined 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’s function Accountant shall be to conform the Closing Balance Sheet to the requirements of Section 2.4 and conducted in accordance with GAAPthe commercial arbitration rules of the American Arbitration Association. The Arbitrating Accountant shall allow Purchaser and the Sellers’ Committee Accountant's award with respect to present their respective positions regarding the Dispute. 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 other information and to have present its advisors, counsel and accountants. In connection with 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. Upon The Contract Parties, on the resolution one hand, and Purchaser, on the other hand, shall each pay one-half of all Disputes, the Closing Balance Sheet shall be revised to reflect such resolution. The Arbitrating Accountant shall determine the proportion of its fees and expenses to be paid by each of the Sellers’ Committee and Purchaser, based primarily on the degree to which the Arbitrating Accountant has accepted the positions of the respective partieswith respect to any Dispute.

Disputes Regarding Closing Balance Sheet. Disputes with respect to the Closing Balance Sheet shall be resolved as follows: (a) During Seller Representative will have from the time the Closing Statement is delivered to it until 5:00 p.m., Eastern time, on the date that is forty-five (45) days after the date of such delivery (such period, the “Dispute Period, the Sellers’ Committee may bring a Dispute, but only on the basis that the ”) to dispute any elements of or amounts reflected on the Closing Balance Sheet were not presented in accordance with Section 2.4 or were inaccurate or incompletethat affect the calculation of the Purchase Price (the “Dispute”). If the Sellers’ Committee Seller Representative does not deliver a Dispute Notice to Purchaser Representative within the Dispute PeriodPeriod a written notice of the Dispute (the “Dispute Notice”), then the Closing Balance Sheet shall Statement will be deemed to have been accepted and agreed to by the Sellers’ Committee Seller Representative in the form in which it was delivered to the Sellers’ Committee, Seller Representative and shall will be final and binding upon the parties heretoparties. If Seller Representative delivers the Sellers’ Committee has a Dispute, the Sellers’ Committee shall give Purchaser a 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 the Sellers’ Committee are unable to resolve any Dispute within the thirty (30) day period after Purchaser’s receipt of a Dispute Notice, the Sellers’ Committee and Purchaser shall jointly engage the Arbitrating Accountant as arbitrator. In connection with the resolution of any the Dispute, the Arbitrating Accountant shall have access to all documents, records, work papers, facilities and personnel necessary to perform will limit its function as arbitrator. The Arbitrating Accountant’s function shall be to conform the Closing Balance Sheet review to the requirements unresolved positions (which, for the avoidance of Section 2.4 doubt, will not include any matter that was not specified in the Dispute Notice, as applicable, or any matter previously agreed upon in writing by Purchaser Representative and Seller Representative) of the parties set out in accordance with GAAP. The Arbitrating Accountant shall allow Purchaser and the Sellers’ Committee to present their respective positions regarding the DisputeDispute Notice. The Arbitrating Accountant may, at its discretion, conduct a conference concerning the Dispute, at which conference each party shall of Purchaser Representative and Seller Representative will have the right to present additional documents, materials and other information and to have present its their respective advisors, counsel and accountants; provided that Purchaser Representative and Seller Representative will be limited by their respective positions in the Closing Statement and the Dispute Notice. In connection with such processthe resolution of the Dispute, there shall may not be no any other hearings or any oral examinations, testimony, depositions, discovery or other similar proceedingsProceedings; 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 shall promptlywill as promptly as possible, and in any event within sixty thirty (6030) days after the date of its appointment, render its decision on each element in the Dispute in writing to Purchaser Representative and finalize 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. Such written determination shall In resolving the Dispute, the Arbitrating Accountant (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 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 or (iv) apply any accounting methods, treatments, principles or procedures other than the Accounting Principles. Each of the Arbitrating Accountant’s decision, the revised Closing Balance Sheet and the revised calculation of the Purchase Price will be final and binding upon the parties heretoparties, and judgment may be entered on the award. Upon the resolution of all DisputesThe fees, the Closing Balance Sheet shall be revised to reflect such resolution. The Arbitrating Accountant shall determine the proportion of its fees costs and expenses to be paid by each of the Sellers’ Committee and Purchaser, based primarily on the degree to which the Arbitrating Accountant has accepted will be allocated between Purchaser Representative (on behalf of Purchasers), on the positions one hand, and Seller Representative (on behalf of Sellers), on the other hand, based upon the percentage which the portion of the respective partiescontested amount not awarded to Purchaser Representative (on behalf of Purchasers), on the one hand, and Seller Representative (on behalf of Sellers), on the other hand, bears to the 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 resolved as follows: (a) During Purchaser shall have forty-five (45) days following the Dispute Period, the Sellers’ Committee may bring a Dispute, but only on the basis that the amounts reflected on receipt of the Closing Balance Sheet were not presented in accordance with Section 2.4 (the "DISPUTE PERIOD") to dispute any of the elements of or were inaccurate or incompleteamounts reflected thereon (a "DISPUTE"). If the Sellers’ Committee Purchaser does not deliver give written notice to Xxxxx of a Dispute Notice within the Dispute Period (a "DISPUTE 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 the Sellers’ Committee in the form in which it was delivered to the Sellers’ Committee, and shall be final and binding upon the parties hereto. If the Sellers’ Committee Purchaser has a Dispute, the Sellers’ Committee 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 the Sellers’ Committee are unable to resolve any the Dispute within the thirty (30) day period after Purchaser’s following Xxxxx'x receipt of a Dispute Notice, the Sellers’ Committee Xxxxx and Purchaser shall jointly engage the Arbitrating Accountant as arbitrator. In connection with the resolution of any 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 Arbitrating Accountant St. Louis, Missouri office of a nationally recognized certified public accounting firm (provided that neither Xxxxx, Purchaser nor any of their Affiliates shall have access to all documents, records, work papers, facilities and personnel necessary engaged such firm to perform its function as arbitrator. The Arbitrating Accountant’s function shall be to conform services during the Closing Balance Sheet to the requirements of Section 2.4 and in accordance with GAAP. The Arbitrating Accountant shall allow Purchaser and the Sellers’ Committee to present their respective positions regarding the Dispute. 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 other information and to have present its advisors, counsel and accountants. In connection with 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 two-year period immediately preceding the date of its appointmentsuch Dispute other than as an independent third party engaged in dispute resolution) (the "RESOLUTION ACCOUNTANT"). Xxxxx and Purchaser shall cause the Resolution Accountant to resolve the Dispute within thirty (30) days following their submission of the Dispute to him in writing, render its decision which resolution shall be binding 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. Upon the resolution of all Disputes, the Closing Balance Sheet shall be revised to reflect such resolutionparties. The Arbitrating Accountant shall determine the proportion of its fees and expenses to be paid by each of the Sellers’ Committee Resolution Accountant shall be shared equally by Xxxxx and Purchaser, based primarily on the degree to which the Arbitrating Accountant has accepted the positions of the respective parties.

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 resolved dealt with as follows: (ai) During Triumph-Delaware and the Dispute Period, the Sellers’ Committee may bring a Dispute, but only on the basis that the amounts reflected on Company Principals shall have fifteen (15) days after receipt of the Closing Balance Sheet were not presented in accordance with Section 2.4 or were inaccurate or incomplete. If (the Sellers’ Committee does not deliver a Dispute Notice within the "Dispute Period, ") to dispute any of the elements of or amounts reflected in the Closing Balance Sheet (a "Balance Sheet Dispute"). If Triumph-Delaware or the Company Principals has a Balance Sheet Dispute, Triumph-Delaware or the Company Principals, as the case may be, shall be deemed to have been accepted and agreed to by the Sellers’ Committee in the form in which it was delivered deliver to the Sellers’ Committee, and shall be final and binding upon the other parties hereto. If the Sellers’ Committee has to this Agreement written notice (a Dispute, the Sellers’ Committee shall give Purchaser a "Dispute Notice 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 any Balance Sheet Dispute is not finally resolved within twenty (20) business days after the Sellers’ Committee are unable to resolve any Dispute within the thirty (30) day period after Purchaser’s receipt delivery of a Dispute Notice, as aforesaid, or if the Sellers’ Committee and Purchaser parties shall jointly engage fail to meet within ten (10) business days after the Arbitrating Accountant as arbitrator. In connection with the resolution delivery of any Disputesuch Dispute Notice, then the Arbitrating Accountant shall have access to all documents, records, work papers, facilities and personnel necessary to perform its function as arbitrator. The Arbitrating Accountant’s function Balance Sheet Dispute shall be referred to conform an independent nationally recognized certified public accounting firm selected by the Closing Purchaser and the Company Principals (the "Balance Sheet to the requirements of Section 2.4 and Arbitrator") for resolution in accordance with GAAP. The Arbitrating Accountant shall allow Purchaser and the Sellers’ Committee to present their respective positions regarding terms hereof (the Dispute. 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 other information and to have present its advisors, counsel and accountants. In connection with such process, there shall be no other hearings or any oral examinations, testimony, depositions, discovery or other similar proceedings. The Arbitrating Accountant shall promptly"Balance Sheet Arbitration"), and in any event as soon as practicable. (iii) In the event that the accounting firm selected by the Purchaser and the Company Principals is then unwilling or unable to serve as the Balance Sheet Arbitrator, the parties hereto shall select by mutual written agreement another independent nationally recognized certified public accounting firm to serve as the Balance Sheet Arbitrator. (iv) The Balance Sheet Arbitrator shall hold a hearing within sixty thirty (6030) days after of the date submission of the Balance Sheet Dispute for arbitration (the "Balance Sheet Hearing") and shall render a decision within thirty (30) days of the conclusion of such hearing. In preparation for its 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 appointmentauthority shall be final, render 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 on solely upon the presentations of the parties to the Balance Sheet Arbitration at the Balance Sheet Hearing and any materials made available under clauses (iv) or (vi) hereof and not upon independent review. (vi) The Balance Sheet Arbitrator's decision regarding its final resolution of any Balance Sheet Dispute (the "Arbitrator's Decision") shall be in writing writing, shall set forth the calculations made in reaching its decision, shall describe the manner in which such calculations were made and finalize shall include a representation that the manner so used was in accordance with GAAP and the specific terms of this Agreement relative to the calculation of the Closing Net Worth. The Arbitrator's Decision shall specifically set forth the amount of any adjustment required to be made to the Redemption Price pursuant to Section 2.3(a) or (b), as the case may be. (vii) Any such Balance SheetSheet Hearing shall take place in New York, New York unless the parties shall mutually agree on another location. Such written determination 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 by any court having jurisdiction thereof. (viii) The fees and expenses of the awardBalance 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 such Balance Sheet Arbitration. Upon the resolution request of all Disputesthe Balance Sheet Arbitrator, the Closing 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 revised adjusted in accordance with such determination. In the event of a reduction in the Redemption Price pursuant to reflect such resolution. The Arbitrating Accountant Section 2.3(a), then each Company Principal shall determine the proportion of its fees and expenses to be paid by each pay 50% of the Sellers’ Committee and Purchaseramount thereof to Triumph-Delaware, based primarily on the degree to which the Arbitrating Accountant has accepted the positions within ten (10) days of receipt of a copy of the respective partiesBalance 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 the Closing Balance Sheet shall be resolved dealt with as follows: (a) During the Dispute Period, the Sellers’ Committee may bring a Dispute, but only on the basis that the amounts reflected on Watsxx xxxll have sixty (60) days after receipt of the Closing Balance Sheet were not presented in accordance with Section 2.4 or were inaccurate or incompletefrom Seller (the "Dispute Period") to dispute any of the elements of the Closing Balance Sheet (a "Dispute"). If the Sellers’ Committee does Watsxx xxxs not deliver give written notice of a Dispute Notice within the Dispute PeriodPeriod to Seller (a "Dispute Notice"), the Closing Balance Sheet shall be deemed to have been accepted and agreed to by the Sellers’ Committee in Watsxx xx the form in which it was delivered to the Sellers’ Committeeby Seller, and shall be final and binding upon the parties hereto. If the Sellers’ Committee has Watsxx xxx a Dispute, the Sellers’ Committee 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 the Sellers’ Committee Watsxx xxx Seller are unable to resolve any Dispute within the thirty (30) day period after Purchaser’s Seller's receipt of a Dispute Notice, the Sellers’ Committee and Purchaser New York office of the certified public accounting firm of Arthxx Xxxexxxx XXX (the "Arbitrating Accountant") shall jointly engage be engaged as arbitrator hereunder to settle such Dispute as soon as practicable. In the event Arthxx Xxxexxxx XXX is unwilling or unable to serve as the Arbitrating Accountant 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 either Parent, Watsxx xx any of their respective affiliates, to serve as arbitratorthe 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’s function Accountant shall be to conform the Closing Balance Sheet to the requirements of Section 2.4 and conducted in accordance with GAAPthe commercial arbitration rules of the American Arbitration Association. The Arbitrating Accountant shall allow Purchaser and the Sellers’ Committee Accountant's award with respect to present their respective positions regarding the Dispute. 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 other information and to have present its advisors, counsel and accountants. In connection with 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. Upon Parent and Watsxx xxxll each pay one-half of the resolution of all Disputes, the Closing Balance Sheet shall be revised to reflect such resolution. The Arbitrating Accountant shall determine the proportion of its fees and expenses to be paid by each of the Sellers’ Committee and Purchaser, based primarily on the degree to which the Arbitrating Accountant has accepted the positions of the respective partieswith respect to any 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 resolved as follows: (a) During The Shareholders’ Representative shall have thirty (30) days following the Delivery Date (the “Dispute Period, ”) to dispute any of the Sellers’ Committee may bring a Dispute, but only on the basis that the elements of or amounts reflected on the Closing Balance Sheet were not presented in accordance with Section 2.4 and affecting the calculation of the Merger Price or were inaccurate or incompletePer Share Amount (a “Dispute”). If the SellersShareholders’ Committee Representative does not deliver give to Buyer written notice of a Dispute Notice (a “Dispute Notice”) within the Dispute Period, the Closing Balance Sheet shall be deemed to have treated as if it had been accepted and agreed to by the SellersShareholders’ Committee Representative in the form in which it was delivered to the Sellers’ Committeedelivered, and shall be final and binding upon the parties hereto. If the SellersShareholders’ Committee Representative has a Dispute, the SellersShareholders’ Committee 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 the SellersShareholders’ Committee Representative are unable to resolve any Dispute within the thirty (30) day period after Purchaserfollowing the Shareholders’ Representative’s receipt delivery of a Dispute Notice, the SellersShareholders’ Committee Representative and Purchaser Buyer shall jointly engage the Los Angeles office of Ernst & Young LLP (the “Arbitrating Accountant”) as arbitrator. If Ernst & Young LLP is unable or unwilling to serve as Arbitrating Accountant, the Arbitrating Accountant as arbitratorshall be the Los Angeles office of an accounting firm selected promptly by agreement of Buyer and the Shareholders’ 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 Arbitrating Accountant’s function shall solely be to conform resolve the Closing Balance Sheet to the requirements of Section 2.4 and in accordance with GAAPDispute. The Arbitrating Accountant shall allow Purchaser Buyer and the SellersShareholders’ Committee Representative (and their respective representatives) to present their respective positions regarding the Dispute. 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 other information and to have present its advisors, counsel and accountants. In connection with 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, thereafter promptly render its decision on the Dispute 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. Upon the resolution of all Disputes, the Closing Balance Sheet shall be revised to reflect such the resolution. The fees and expenses of the Arbitrating Accountant shall determine the proportion of its fees and expenses to be paid half by each the Shareholders’ Representative on behalf of the Sellers’ Committee and PurchaserShareholders, based primarily on the degree to which one hand, and half by Buyer, on the Arbitrating Accountant has accepted the positions of the respective partiesother hand.

Disputes Regarding Closing Balance Sheet. Disputes with respect to the Closing Balance Sheet shall be resolved dealt with as follows: (a) During the Dispute Period, the Sellers’ Committee may bring a Dispute, but only on the basis that the amounts reflected on Xxxxxx shall have sixty (60) days after receipt of the Closing Balance Sheet were not presented in accordance with Section 2.4 or were inaccurate or incompletefrom Seller (the "DISPUTE PERIOD") to dispute any of the elements of the Closing Balance Sheet (a "DISPUTE"). If the Sellers’ Committee Xxxxxx does not deliver give written notice of a Dispute Notice within the Dispute PeriodPeriod to Seller (a "DISPUTE NOTICE"), the Closing Balance Sheet shall be deemed to have been accepted and agreed to by the Sellers’ Committee Xxxxxx in the form in which it was delivered to the Sellers’ Committeeby Seller, and shall be final and binding upon the parties hereto. If the Sellers’ Committee Xxxxxx has a Dispute, the Sellers’ Committee 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 the Sellers’ Committee Seller are unable to resolve any Dispute within the thirty (30) day period after Purchaser’s Seller's receipt of a Dispute Notice, the Sellers’ Committee and Purchaser New York office of the certified public accounting firm of Xxxxxx Xxxxxxxx LLP (the "ARBITRATING ACCOUNTANT") shall jointly engage be engaged as arbitrator hereunder to settle such Dispute as soon as practicable. In the event Xxxxxx Xxxxxxxx LLP is unwilling or unable to serve as the Arbitrating Accountant 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 either Parent, Xxxxxx or any of their respective affiliates, to serve as arbitratorthe 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’s function Accountant shall be to conform the Closing Balance Sheet to the requirements of Section 2.4 and conducted in accordance with GAAPthe commercial arbitration rules of the American Arbitration Association. The Arbitrating Accountant shall allow Purchaser and the Sellers’ Committee Accountant's award with respect to present their respective positions regarding the Dispute. 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 other information and to have present its advisors, counsel and accountants. In connection with 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. Upon Parent and Xxxxxx shall each pay one-half of the resolution of all Disputes, the Closing Balance Sheet shall be revised to reflect such resolution. The Arbitrating Accountant shall determine the proportion of its fees and expenses to be paid by each of the Sellers’ Committee and Purchaser, based primarily on the degree to which the Arbitrating Accountant has accepted the positions of the respective partieswith respect to any Dispute.