Common use of Disputes Regarding Closing Statement Clause in Contracts

Disputes Regarding Closing Statement. (a) Within thirty (30) days following receipt of the Closing Statement (such period, the “Dispute Period”), the Equityholder Representative may provide written notice to Purchaser disputing any of the calculations in the Closing Statement, including the calculation of the Merger Consideration (the “Dispute”), setting forth in reasonable detail each disputed item or amount set forth in the Closing Statement with which the Equityholder Representative disagrees and the basis for the Equityholder Representative’s disagreement therewith (the “Dispute Notice”). Any items set forth in the Closing Statement that are not objected to by the Equityholder Representative in such Dispute Notice shall be deemed to have been accepted and agreed to by the Equityholder Representative in the form in which it was delivered and shall be final and binding on the Parties. If the Equityholder Representative does not deliver to Purchaser the Dispute Notice within the Dispute Period, then the Closing Statement shall be deemed to have been accepted and agreed to by the Equityholder Representative in the form in which it was delivered and shall be final and binding on the Parties. If the Equityholder Representative delivers the Dispute Notice to Purchaser within the Dispute Period, then Purchaser and the Equityholder Representative shall use reasonable efforts to resolve the Dispute within fifteen (15) days following receipt of the Dispute Notice, provided that all such discussions shall be governed by Rule 408 of the Federal Rules of Evidence and the corresponding provisions of any state, local or foreign Law. If Xxxxxxxxx agrees with the Equityholder Representative’s calculation of the Merger Consideration in the Dispute Notice, then the Equityholder Representative’s calculation of the Merger Consideration in the Dispute Notice shall be final and binding on the Parties. (b) If Purchaser and the Equityholder Representative cannot reach agreement to resolve every element of the Dispute set forth in the Dispute Notice within such fifteen (15) day period, then Purchaser and the Equityholder Representative will jointly engage the Accountant Expert to resolve the Dispute. The Accountant Expert’s sole function shall be to resolve each element and amount of the Dispute set forth in the Dispute Notice not resolved by Purchaser and the Equityholder Representative (the “Disputed Elements”) as an accounting expert and not as an arbitrator, by determining in accordance with this Agreement and the Accounting Principles, whether and to what extent, if any, the calculations in the Closing Statement, including the calculation of the Merger Consideration, require adjustment with respect to such Disputed Elements and, if so, the amount of any such adjustment or adjustments. (c) In resolving the Dispute, the Accountant Expert will limit its consideration to (i) reviewing the Closing Statement and the Dispute Notice, as supplemented by written submissions of Purchaser and the Equityholder Representative which may explain the respective Party’s positions, (ii) made strictly in accordance with the Accounting Principles and the terms of this Agreement and (iii) fixing mathematical errors. In connection with the resolution of the Dispute, there may not be any other hearings or oral examinations, testimony, depositions, discovery or other similar Proceedings. The Accountant Expert may not conduct any independent investigation or review concerning the Disputed Elements or any other matter. Each of Purchaser and the Equityholder Representative will provide to the other Party and the Accountant Expert such documents, books, records and work papers as such Party or the Accountant Expert may reasonably request to review the Closing Statement and to resolve the Dispute. (d) The Accountant Expert will, within thirty (30) days after its appointment, issue to Purchaser and the Equityholder Representative, in writing, the Accountant Expert’s determination as to each Disputed Element, together with a revised Closing Statement reflecting the Accountant Expert’s decision and a revised calculation of the Merger Consideration based on its calculation performed in accordance with this Agreement and the Accounting Principles. In resolving the Dispute, the Accountant Expert will be bound by this Agreement and may revise no element of the Closing Statement that is not contested by Purchaser or the Equityholder Representative, or assign a value to any Disputed Element greater than the greatest value for such item claimed by either such Party or less than the smallest value for such item claimed by either Party. Each of the Accountant Expert’s decision, the revised Closing Statement and the revised calculation of the Merger Consideration therein will be final and binding on the Parties, and judgment may be entered thereon absent manifest error. Purchaser and the Equityholder Representative will share the fees and expenses of the Accountant Expert 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 not awarded to Purchaser and the denominator of which is the total dollar amount subject to the Dispute, and (ii) the Equityholder Representative 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 not awarded to the Equityholder Representative and the denominator of which is the total dollar amount subject to the Dispute. Notwithstanding the foregoing, each of Purchaser and the Equityholder Representative will pay the fees, costs and expenses of their respective attorneys, accountants and other representatives incurred in connection with the Dispute. The Accountant Expert may not and will not have authority or jurisdiction to resolve or decide any matter or dispute other than, as provided in and in accordance with this Section 2.10, resolving the Dispute by determining whether and to what extent, if any, the calculations set forth in the Closing Statement, including the calculation of the Merger Consideration, delivered by Purchaser pursuant to Section 2.9 requires adjustment with respect to any Disputed Elements. Except as expressly authorized and provided in this Section 2.10, any other dispute arising under or with respect to this Agreement (including any dispute over whether any claim, issue or element is within the authority of the Accountant Expert to determine) will be reserved for and determined by a court specified in Section 11.14.

Disputes Regarding Closing Statement. Following delivery of the Closing Statement to the Buyer, Parent shall, and shall cause its employees and accountants who were involved in the preparation of the Closing Statement to provide promptly to the Buyer and its employees and accountants full access during normal business hours to the financial books and records used in the preparation of the Closing Statements including all working papers of Parent and its accountants. Buyer shall, within forty-five (a45) Within days after the delivery by Parent of the Closing Statement, complete its review of the Net Asset Value derived from the Closing Statement. If Buyer determines that the Closing Statement has not been prepared in accordance with Section 2.2(b), then Buyer shall inform Parent on or before the last day of such 45-day period by delivering a notice to Parent (“Buyer’s Objection”) (i) setting forth a specific description of the basis of Buyer’s Objection and the adjustments to Net Asset Value that Buyer believes should be made and (ii) only including objections based on mathematical errors or based on the Closing Statement not being prepared in accordance with Section 2.2(b). Parent shall then have thirty (30) days following receipt to review and respond to Buyer’s Objection. Parent and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in Buyer’s Objection and Parent shall have full access to the working papers of Buyer prepared in connection with Buyer’s preparation of Buyer’s Objection. If Parent and Buyer are unable to resolve all of their disagreements with respect to the determination of the Closing Statement foregoing items within twenty (such period20) days following Parent’s response to Buyer’s Objection, then Parent and Buyer shall refer their remaining differences to an internationally recognized firm of independent public accountants as to which Parent and Buyer mutually agree, which may not be the firm performing the appraisal pursuant to Section 2.3 (the “Dispute PeriodCPA Firm”), who shall, acting as experts and not as arbitrators, determine on the Equityholder Representative may provide written notice to Purchaser disputing any basis of the calculations in the Closing Statement, including the calculation of the Merger Consideration (the “Dispute”), setting forth in reasonable detail each disputed item or amount standards set forth in Section 2.2(b), and only with respect to the Closing Statement with which the Equityholder Representative disagrees and the basis for the Equityholder Representative’s disagreement therewith remaining accounting-related differences so submitted by Buyer to Parent (the “Dispute Notice”). Any items set forth in the Closing Statement that are not objected to by the Equityholder Representative in such Dispute Notice shall be deemed to have been accepted and agreed to by the Equityholder Representative in the form in which it was delivered and shall be final and binding on the Parties. If the Equityholder Representative does not deliver to Purchaser the Dispute Notice within the Dispute Period, then the Closing Statement shall be deemed to have been accepted and agreed to by the Equityholder Representative in the form in which it was delivered and shall be final and binding on the Parties. If the Equityholder Representative delivers the Dispute Notice to Purchaser within the Dispute Period, then Purchaser and the Equityholder Representative shall use reasonable efforts to resolve the Dispute within fifteen (15) days following receipt of the Dispute Notice, provided that all such discussions shall be governed by Rule 408 of the Federal Rules of Evidence and the corresponding provisions of any state, local or foreign Law. If Xxxxxxxxx agrees with the Equityholder Representative’s calculation of the Merger Consideration in the Dispute Notice, then the Equityholder Representative’s calculation of the Merger Consideration in the Dispute Notice shall be final and binding on the Parties. (b) If Purchaser and the Equityholder Representative cannot reach agreement to resolve every element of the Dispute set forth in the Dispute Notice within such fifteen (15) day period, then Purchaser and the Equityholder Representative will jointly engage the Accountant Expert to resolve the Dispute. The Accountant Expert’s sole function shall be to resolve each element and amount of the Dispute set forth in the Dispute Notice not resolved by Purchaser and the Equityholder Representative (the “Disputed Elements”) as an accounting expert and not as an arbitrator, by determining in accordance with this Agreement and the Accounting Principlesindependent review), whether and to what extent, if any, the calculations in the Closing Statement, including the calculation of the Merger Consideration, require adjustment with respect to such Disputed Elements and, if so, the amount of any such adjustment or adjustments. (c) In resolving the Dispute, the Accountant Expert will limit its consideration to (i) reviewing Net Asset Value as derived from the Closing Statement and the Dispute Notice, as supplemented by written submissions of Purchaser and the Equityholder Representative which may explain the respective Party’s positions, (ii) made strictly in accordance with the Accounting Principles and the terms of this Agreement and (iii) fixing mathematical errorsrequires adjustment. In connection with the resolution engagement of the DisputeCPA Firm, there may not be any other hearings or oral examinations, testimony, depositions, discovery or other similar Proceedingseach of the parties shall execute reasonable engagement letters with the CPA Firm. Parent and Buyer shall direct the CPA Firm to use its reasonable best efforts to render its determination within forty-five (45) days. The Accountant Expert may not conduct any independent investigation or review concerning CPA Firm’s determination shall be conclusive and binding upon Buyer and Parent. The fees and disbursements of the Disputed Elements or any other matterCPA Firm shall be shared equally by Buyer and Parent. Each of Purchaser Buyer and the Equityholder Representative will provide Parent shall make readily available to the other Party CPA Firm all relevant books and the Accountant Expert such documents, books, records and any work papers as such Party or (including those of the Accountant Expert may reasonably request parties’ respective accountants) relating to review the Recent Balance Sheet and the Closing Statement and to resolve all other items reasonably requested by the Dispute. CPA Firm. The “Final Closing Statement” shall be (di) The Accountant Expert will, within thirty (30) days after its appointment, issue to Purchaser and the Equityholder Representative, in writing, the Accountant Expert’s determination as to each Disputed Element, together with a revised Closing Statement reflecting the Accountant Expert’s decision and a revised calculation of the Merger Consideration based on its calculation performed in accordance with this Agreement and the Accounting Principles. In resolving the Dispute, the Accountant Expert will be bound by this Agreement and may revise no element of the Closing Statement in the event that (x) no Buyer’s Objection is not contested by Purchaser or delivered to Parent during the Equityholder Representative30-day period specified above, or assign a value to any Disputed Element greater than the greatest value for such item claimed by either such Party or less than the smallest value for such item claimed by either Party. Each of the Accountant Expert’s decision(y) Parent and Buyer so agree, the revised Closing Statement and the revised calculation of the Merger Consideration therein will be final and binding on the Parties, and judgment may be entered thereon absent manifest error. Purchaser and the Equityholder Representative will share the fees and expenses of the Accountant Expert 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 not awarded to Purchaser and the denominator of which is the total dollar amount subject to the Dispute, and (ii) the Equityholder Representative will pay a portion of such feesClosing Statement, 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 not awarded to the Equityholder Representative and the denominator of which is the total dollar amount subject to the Dispute. Notwithstanding the foregoing, each of Purchaser and the Equityholder Representative will pay the fees, costs and expenses of their respective attorneys, accountants and other representatives incurred in connection with the Dispute. The Accountant Expert may not and will not have authority or jurisdiction to resolve or decide any matter or dispute other than, as provided in and adjusted in accordance with this Section 2.10Buyer’s Objection in the event that Parent does not respond to Buyer’s Objection within the 30-day period following receipt by Parent of Buyer’s Objection, resolving the Dispute by determining whether and to what extent, if any, the calculations set forth in or (iii) the Closing Statement, including as adjusted by either (x) the calculation agreement of Parent and Buyer or (y) the Merger Consideration, delivered by Purchaser pursuant to Section 2.9 requires adjustment with respect to any Disputed Elements. Except as expressly authorized and provided in this Section 2.10, any other dispute arising under or with respect to this Agreement (including any dispute over whether any claim, issue or element is within the authority of the Accountant Expert to determine) will be reserved for and determined by a court specified in Section 11.14CPA Firm.

Disputes Regarding Closing Statement. Following delivery of the Closing Statement to the Buyer, Parent shall, and shall cause its employees and accountants who were involved in the preparation of the Closing Statement to provide promptly to the Buyer and its employees and accountants full access during normal business hours to the financial books and records used in the preparation of the Closing Statements including all working papers of Parent and its accountants. Buyer shall, within forty-five (a45) Within days after the delivery by Parent of the Closing Statement, complete its review of the Net Asset Value derived from the Closing Statement. If Buyer determines that the Closing Statement has not been prepared in accordance with Section 2.2(b), then Buyer shall inform Parent on or before the last day of such 45-day period by delivering a notice to Parent ("Buyer's Objection") (i) setting forth a specific description of the basis of Buyer's Objection and the adjustments to Net Asset Value that Buyer believes should be made and (ii) only including objections based on mathematical errors or based on the Closing Statement not being prepared in accordance with Section 2.2(b). Parent shall then have thirty (30) days following receipt to review and respond to Buyer's Objection. Parent and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in Buyer's Objection and Parent shall have full access to the working papers of Buyer prepared in connection with Buyer's preparation of Buyer's Objection. If Parent and Buyer are unable to resolve all of their disagreements with respect to the determination of the Closing Statement foregoing items within twenty (such period20) days following Parent's response to Buyer's Objection, then Parent and Buyer shall refer their remaining differences to an internationally recognized firm of independent public accountants as to which Parent and Buyer mutually agree, which may not be the “Dispute Period”firm performing the appraisal pursuant to Section 2.3 (the "CPA Firm"), who shall, acting as experts and not as arbitrators, determine on the Equityholder Representative may provide written notice to Purchaser disputing any basis of the calculations in the Closing Statement, including the calculation of the Merger Consideration (the “Dispute”), setting forth in reasonable detail each disputed item or amount standards set forth in Section 2.2(b), and only with respect to the Closing Statement with which the Equityholder Representative disagrees and the basis for the Equityholder Representative’s disagreement therewith remaining accounting-related differences so submitted by Buyer to Parent (the “Dispute Notice”). Any items set forth in the Closing Statement that are not objected to by the Equityholder Representative in such Dispute Notice shall be deemed to have been accepted and agreed to by the Equityholder Representative in the form in which it was delivered and shall be final and binding on the Parties. If the Equityholder Representative does not deliver to Purchaser the Dispute Notice within the Dispute Period, then the Closing Statement shall be deemed to have been accepted and agreed to by the Equityholder Representative in the form in which it was delivered and shall be final and binding on the Parties. If the Equityholder Representative delivers the Dispute Notice to Purchaser within the Dispute Period, then Purchaser and the Equityholder Representative shall use reasonable efforts to resolve the Dispute within fifteen (15) days following receipt of the Dispute Notice, provided that all such discussions shall be governed by Rule 408 of the Federal Rules of Evidence and the corresponding provisions of any state, local or foreign Law. If Xxxxxxxxx agrees with the Equityholder Representative’s calculation of the Merger Consideration in the Dispute Notice, then the Equityholder Representative’s calculation of the Merger Consideration in the Dispute Notice shall be final and binding on the Parties. (b) If Purchaser and the Equityholder Representative cannot reach agreement to resolve every element of the Dispute set forth in the Dispute Notice within such fifteen (15) day period, then Purchaser and the Equityholder Representative will jointly engage the Accountant Expert to resolve the Dispute. The Accountant Expert’s sole function shall be to resolve each element and amount of the Dispute set forth in the Dispute Notice not resolved by Purchaser and the Equityholder Representative (the “Disputed Elements”) as an accounting expert and not as an arbitrator, by determining in accordance with this Agreement and the Accounting Principlesindependent review), whether and to what extent, if any, the calculations in the Closing Statement, including the calculation of the Merger Consideration, require adjustment with respect to such Disputed Elements and, if so, the amount of any such adjustment or adjustments. (c) In resolving the Dispute, the Accountant Expert will limit its consideration to (i) reviewing Net Asset Value as derived from the Closing Statement and the Dispute Notice, as supplemented by written submissions of Purchaser and the Equityholder Representative which may explain the respective Party’s positions, (ii) made strictly in accordance with the Accounting Principles and the terms of this Agreement and (iii) fixing mathematical errorsrequires adjustment. In connection with the resolution engagement of the DisputeCPA Firm, there may not be any other hearings or oral examinations, testimony, depositions, discovery or other similar Proceedingseach of the parties shall execute reasonable engagement letters with the CPA Firm. Parent and Buyer shall direct the CPA Firm to use its reasonable best efforts to render its determination within forty-five (45) days. The Accountant Expert may not conduct any independent investigation or review concerning CPA Firm's determination shall be conclusive and binding upon Buyer and Parent. The fees and disbursements of the Disputed Elements or any other matterCPA Firm shall be shared equally by Buyer and Parent. Each of Purchaser Buyer and the Equityholder Representative will provide Parent shall make readily available to the other Party CPA Firm all relevant books and the Accountant Expert such documents, books, records and any work papers as such Party or (including those of the Accountant Expert may reasonably request parties' respective accountants) relating to review the Recent Balance Sheet and the Closing Statement and to resolve all other items reasonably requested by the Dispute. CPA Firm. The "Final Closing Statement" shall be (di) The Accountant Expert will, within thirty (30) days after its appointment, issue to Purchaser and the Equityholder Representative, in writing, the Accountant Expert’s determination as to each Disputed Element, together with a revised Closing Statement reflecting the Accountant Expert’s decision and a revised calculation of the Merger Consideration based on its calculation performed in accordance with this Agreement and the Accounting Principles. In resolving the Dispute, the Accountant Expert will be bound by this Agreement and may revise no element of the Closing Statement in the event that (x) no Buyer's Objection is not contested by Purchaser or delivered to Parent during the Equityholder Representative30-day period specified above, or assign a value to any Disputed Element greater than the greatest value for such item claimed by either such Party or less than the smallest value for such item claimed by either Party. Each of the Accountant Expert’s decision(y) Parent and Buyer so agree, the revised Closing Statement and the revised calculation of the Merger Consideration therein will be final and binding on the Parties, and judgment may be entered thereon absent manifest error. Purchaser and the Equityholder Representative will share the fees and expenses of the Accountant Expert 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 not awarded to Purchaser and the denominator of which is the total dollar amount subject to the Dispute, and (ii) the Equityholder Representative will pay a portion of such feesClosing Statement, 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 not awarded to the Equityholder Representative and the denominator of which is the total dollar amount subject to the Dispute. Notwithstanding the foregoing, each of Purchaser and the Equityholder Representative will pay the fees, costs and expenses of their respective attorneys, accountants and other representatives incurred in connection with the Dispute. The Accountant Expert may not and will not have authority or jurisdiction to resolve or decide any matter or dispute other than, as provided in and adjusted in accordance with this Section 2.10Buyer's Objection in the event that Parent does not respond to Buyer's Objection within the 30-day period following receipt by Parent of Buyer's Objection, resolving the Dispute by determining whether and to what extent, if any, the calculations set forth in or (iii) the Closing Statement, including as adjusted by either (x) the calculation agreement of Parent and Buyer or (y) the Merger Consideration, delivered by Purchaser pursuant to Section 2.9 requires adjustment with respect to any Disputed Elements. Except as expressly authorized and provided in this Section 2.10, any other dispute arising under or with respect to this Agreement (including any dispute over whether any claim, issue or element is within the authority of the Accountant Expert to determine) will be reserved for and determined by a court specified in Section 11.14CPA Firm.

Disputes Regarding Closing Statement. (ab) Within thirty (30) days following receipt of the Closing Statement (such period, the “Dispute Period”), the Equityholder Representative may provide written notice to Purchaser disputing any of the calculations in the Closing Statement, including the calculation of the Merger Consideration (the “Dispute”), setting forth in reasonable detail each disputed item or amount set forth in the Closing Statement with which the Equityholder Representative disagrees and the basis for the Equityholder Representative’s disagreement therewith (the “Dispute Notice”). Any items set forth in the Closing Statement that are not objected to by the Equityholder Representative in such Dispute Notice shall be deemed to have been accepted and agreed to by the Equityholder Representative in the form in which it was delivered and shall be final and binding on the Parties. If the Equityholder Representative does not deliver to Purchaser the Dispute Notice within the Dispute Period, then the Closing Statement shall be deemed to have been accepted and agreed to by the Equityholder Representative in the form in which it was delivered and shall be final and binding on the Parties. If the Equityholder Representative 157437977.10 delivers the Dispute Notice to Purchaser within the Dispute Period, then Purchaser and the Equityholder Representative shall use reasonable efforts to resolve the Dispute within fifteen (15) days following receipt of the Dispute Notice, provided that all such discussions shall be governed by Rule 408 of the Federal Rules of Evidence and the corresponding provisions of any state, local or foreign Law. If Xxxxxxxxx Purchaser agrees with the Equityholder Representative’s calculation of the Merger Consideration in the Dispute Notice, then the Equityholder Representative’s calculation of the Merger Consideration in the Dispute Notice shall be final and binding on the Parties. (bc) If Purchaser and the Equityholder Representative cannot reach agreement to resolve every element of the Dispute set forth in the Dispute Notice within such fifteen (15) day period, then Purchaser and the Equityholder Representative will jointly engage the Accountant Expert to resolve the Dispute. The Accountant Expert’s sole function shall be to resolve each element and amount of the Dispute set forth in the Dispute Notice not resolved by Purchaser and the Equityholder Representative (the “Disputed Elements”) as an accounting expert and not as an arbitrator, by determining in accordance with this Agreement and the Accounting Principles, whether and to what extent, if any, the calculations in the Closing Statement, including the calculation of the Merger Consideration, require adjustment with respect to such Disputed Elements and, if so, the amount of any such adjustment or adjustments. (cd) In resolving the Dispute, the Accountant Expert will limit its consideration to (i) reviewing the Closing Statement and the Dispute Notice, as supplemented by written submissions of Purchaser and the Equityholder Representative which may explain the respective Party’s positions, (ii) made strictly in accordance with the Accounting Principles and the terms of this Agreement and (iii) fixing mathematical errors. In connection with the resolution of the Dispute, there may not be any other hearings or oral examinations, testimony, depositions, discovery or other similar Proceedings. The Accountant Expert may not conduct any independent investigation or review concerning the Disputed Elements or any other matter. Each of Purchaser and the Equityholder Representative will provide to the other Party and the Accountant Expert such documents, books, records and work papers as such Party or the Accountant Expert may reasonably request to review the Closing Statement and to resolve the Dispute. (de) The Accountant Expert will, within thirty (30) days after its appointment, issue to Purchaser and the Equityholder Representative, in writing, the Accountant Expert’s determination as to each Disputed Element, together with a revised Closing Statement reflecting the Accountant Expert’s decision and a revised calculation of the Merger Consideration based on its calculation performed in accordance with this Agreement and the Accounting Principles. In resolving the Dispute, the Accountant Expert will be bound by this Agreement and may revise no element of the Closing Statement that is not contested by Purchaser or the Equityholder Representative, or assign a value to any Disputed Element greater than the greatest value for such item claimed by either such Party or less than the smallest value for such item claimed by either Party. Each of the Accountant Expert’s decision, the revised Closing Statement and the revised calculation of the Merger Consideration therein will be final and binding on the Parties, and judgment may be entered thereon absent manifest error. Purchaser and the Equityholder Representative will share the fees and expenses of the Accountant Expert 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 not awarded to Purchaser and the denominator of which is the total dollar amount subject to the Dispute, and (ii) the Equityholder Representative 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 not awarded to the Equityholder Representative and the denominator of which is the total dollar amount subject to the Dispute. Notwithstanding the foregoing, each of Purchaser and the Equityholder Representative will pay the fees, costs and expenses of their respective attorneys, accountants and other representatives incurred in connection with the Dispute. The Accountant Expert may not and will not have authority or jurisdiction to resolve or decide any matter or dispute other than, as provided in and in accordance with this Section 2.10, resolving the Dispute by determining whether and to what extent, if any, the calculations set forth in the Closing Statement, including the calculation of the Merger Consideration, delivered by Purchaser pursuant to Section 2.9 requires adjustment with respect to any Disputed Elements. Except as expressly authorized and provided in this Section 2.10, any other dispute arising under or with respect to this Agreement (including any dispute over whether any 157437977.10 claim, issue or element is within the authority of the Accountant Expert to determine) will be reserved for and determined by a court specified in Section 11.14.

Disputes Regarding Closing Statement. (a) Within Buyer shall, within thirty (30) days following receipt after the delivery by the Company of the Closing Statement (such period, the “Dispute Period”), the Equityholder Representative may provide written notice to Purchaser disputing any of the calculations in the Closing Statement, including the calculation complete its review of the Merger Consideration Net Book Value derived from the Closing Statement. If Buyer determines that the Closing Statement has not been prepared in accordance with SECTION 2.3(C), then Buyer shall inform the Company on or before the last day of such 30-day period by delivering a notice to the Company ("BUYER'S OBJECTION") (i) setting forth a specific description of the basis of Buyer's Objection and the adjustments to Net Book Value that Buyer believes should be made and (ii) only including objections based on mathematical errors or based on the Closing Statement not being prepared in accordance with SECTION 2.3(C). The Company shall then have thirty (30) days to review and respond to Buyer's Objection. The Sellers and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in Buyer's Objection and the Sellers shall have full access to the working papers of Buyer prepared in connection with Buyer's preparation of Buyer's Objection. If the Company and Buyer are unable to resolve all of their disagreements with respect to the determination of the foregoing items within twenty (20) days following the completion of the Company's review of Buyer's Objection, then the Company and Buyer shall refer their remaining differences to Price Waterhouse, LLP or another internationally recognized firm of independent public accountants as to which the Company and Buyer mutually agree (the “Dispute”"CPA FIRM"), setting forth in reasonable detail each disputed item or amount who shall, acting as experts and not as arbitrators, determine on the basis of the standards set forth in SECTION 2.3(C), and only with respect to the Closing Statement with which remaining accounting-related differences so submitted by Buyer to the Equityholder Representative disagrees and the basis for the Equityholder Representative’s disagreement therewith Company (the “Dispute Notice”). Any items set forth in the Closing Statement that are not objected to by the Equityholder Representative in such Dispute Notice shall be deemed to have been accepted and agreed to by the Equityholder Representative in the form in which it was delivered and shall be final and binding on the Parties. If the Equityholder Representative does not deliver to Purchaser the Dispute Notice within the Dispute Period, then the Closing Statement shall be deemed to have been accepted and agreed to by the Equityholder Representative in the form in which it was delivered and shall be final and binding on the Parties. If the Equityholder Representative delivers the Dispute Notice to Purchaser within the Dispute Period, then Purchaser and the Equityholder Representative shall use reasonable efforts to resolve the Dispute within fifteen (15) days following receipt of the Dispute Notice, provided that all such discussions shall be governed by Rule 408 of the Federal Rules of Evidence and the corresponding provisions of any state, local or foreign Law. If Xxxxxxxxx agrees with the Equityholder Representative’s calculation of the Merger Consideration in the Dispute Notice, then the Equityholder Representative’s calculation of the Merger Consideration in the Dispute Notice shall be final and binding on the Parties. (b) If Purchaser and the Equityholder Representative cannot reach agreement to resolve every element of the Dispute set forth in the Dispute Notice within such fifteen (15) day period, then Purchaser and the Equityholder Representative will jointly engage the Accountant Expert to resolve the Dispute. The Accountant Expert’s sole function shall be to resolve each element and amount of the Dispute set forth in the Dispute Notice not resolved by Purchaser and the Equityholder Representative (the “Disputed Elements”) as an accounting expert and not as an arbitrator, by determining in accordance with this Agreement and the Accounting Principlesindependent review), whether and to what extent, if any, the calculations in the Closing Statement, including the calculation of the Merger Consideration, require adjustment with respect to such Disputed Elements and, if so, the amount of any such adjustment or adjustments. (c) In resolving the Dispute, the Accountant Expert will limit its consideration to (i) reviewing Net Book Value as derived from the Closing Statement and the Dispute Notice, as supplemented by written submissions of Purchaser and the Equityholder Representative which may explain the respective Party’s positions, (ii) made strictly in accordance with the Accounting Principles and the terms of this Agreement and (iii) fixing mathematical errorsrequires adjustment. In connection with the resolution engagement of the DisputeCPA Firm, there may not be any other hearings or oral examinations, testimony, depositions, discovery or other similar Proceedingseach of the parties shall execute reasonable engagement letters with the CPA Firm. The Accountant Expert may not conduct any independent investigation or review concerning Company and Buyer shall direct the Disputed Elements or any other matterCPA Firm to use its reasonable best efforts to render its determination within forty-five (45) days. Each of Purchaser The CPA Firm's determination shall be conclusive and binding upon Buyer and the Equityholder Representative will provide Sellers. The fees and disbursements of the CPA Firm shall be shared equally by Buyer and the Company. Buyer and the Sellers shall make readily available to the other Party CPA Firm all relevant books and the Accountant Expert such documents, books, records and any work papers as such Party or (including those of the Accountant Expert may reasonably request parties' respective accountants) relating to review the Preliminary Statement and the Closing Statement and to resolve all other items reasonably requested by the Dispute. CPA Firm. The "ADJUSTED CLOSING STATEMENT" shall be (di) The Accountant Expert will, within thirty (30) days after its appointment, issue to Purchaser and the Equityholder Representative, in writing, the Accountant Expert’s determination as to each Disputed Element, together with a revised Closing Statement reflecting the Accountant Expert’s decision and a revised calculation of the Merger Consideration based on its calculation performed in accordance with this Agreement and the Accounting Principles. In resolving the Dispute, the Accountant Expert will be bound by this Agreement and may revise no element of the Closing Statement in the event that (x) no Buyer's Objection is not contested by Purchaser or delivered to the Equityholder RepresentativeCompany during the 30-day period specified above, or assign a value to any Disputed Element greater than (y) the greatest value for such item claimed by either such Party or less than the smallest value for such item claimed by either Party. Each of the Accountant Expert’s decisionCompany and Buyer so agree, the revised Closing Statement and the revised calculation of the Merger Consideration therein will be final and binding on the Parties, and judgment may be entered thereon absent manifest error. Purchaser and the Equityholder Representative will share the fees and expenses of the Accountant Expert 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 not awarded to Purchaser and the denominator of which is the total dollar amount subject to the Dispute, and (ii) the Equityholder Representative will pay a portion of such feesClosing Statement, 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 not awarded to the Equityholder Representative and the denominator of which is the total dollar amount subject to the Dispute. Notwithstanding the foregoing, each of Purchaser and the Equityholder Representative will pay the fees, costs and expenses of their respective attorneys, accountants and other representatives incurred in connection with the Dispute. The Accountant Expert may not and will not have authority or jurisdiction to resolve or decide any matter or dispute other than, as provided in and adjusted in accordance with this Section 2.10Buyer's Objection in the event that the Company does not respond to Buyer's Objection within the 30-day period following receipt by the Company of Buyer's Objection, resolving the Dispute by determining whether and to what extent, if any, the calculations set forth in or (iii) the Closing Statement, including as adjusted by either (x) the calculation agreement of the Merger Consideration, delivered by Purchaser pursuant to Section 2.9 requires adjustment with respect to any Disputed Elements. Except as expressly authorized Company and provided in this Section 2.10, any other dispute arising under Buyer or with respect to this Agreement (including any dispute over whether any claim, issue or element is within y) the authority of the Accountant Expert to determine) will be reserved for and determined by a court specified in Section 11.14CPA Firm.