Common use of Examination and Review Clause in Contracts

Examination and Review. (i) Seller shall notify Buyer within thirty (30) days of receipt of the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement (the applicable period, the “Review Period”), whether or not it accepts the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. During the Review Period, Buyer shall provide all information, Books and Records that Seller (or its designee) and/or Sunningdale may reasonably require to enable it to perform a reasonable analysis of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer. (ii) If Seller desires to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period a notice in writing (the “Objection Notice”) setting forth the item or items disputed, its reasons in reasonable detail for such disputes and the adjustments which, in its opinion, should be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount in order to comply with the requirements of this Section ‎3.3. The Parties shall use reasonable efforts to meet and discuss in good faith the objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten (10) Business Days after the delivery of the Objection Notice (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, with such changes as may have been agreed in writing by Buyer and Seller, shall be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice before expiration of the Resolution Period, then they shall engage the Independent Accounting Firm and submit only the remaining disputed items to the Independent Accounting Firm for resolution. (1) The Independent Accounting Firm shall act as experts and not arbiters and shall determine only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable. (2) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) shall be borne by the Seller and Buyer based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) shall be deemed agreed and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreement.

Examination and Review. (i) Seller After receipt of the Closing Working Capital Statement, the Company shall notify Buyer within have thirty (30) days of receipt of the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement (the applicable period, the “Review Period”), whether or not it accepts ) to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountWorking Capital Statement. During the Review Period, Buyer the Company and its accountants shall provide all informationhave full access to the books and records of Newco and USU, Books the personnel of, and Records work papers prepared by, Newco and/or its accountants to the extent that Seller they relate to the Closing Working Capital Statement and to such historical financial information (or its designeeto the extent in Newco’s possession) and/or Sunningdale relating to the Closing Working Capital Statement as the Company may reasonably require to enable it to perform a reasonable analysis request for the purpose of reviewing the Closing Inventory Adjustment AmountWorking Capital Statement and to prepare a Statement of Objections (defined below), the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, that such access shall be in a manner that does not interfere with the normal business operations of BuyerNewco. (ii) If Seller desires On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period Period, the Company may object to the Closing Working Capital Statement by delivering to Newco a notice written statement setting forth its objections in writing reasonable detail, indicating each disputed item or amount and the basis for its disagreement therewith (the “Objection NoticeStatement of Objections”) setting forth ). If the item or items disputed, its reasons in reasonable detail for such disputes and Company fails to deliver the adjustments which, in its opinion, should be made to Statement of Objections before the Closing Inventory Adjustment Amountexpiration of the Review Period, the Closing A/R Adjustment AmountWorking Capital Statement and the Post-Closing Adjustment, as the Collected A/R Adjustment Amount and/or case may be, reflected in the Rebate Amount in order Closing Working Capital Statement shall be deemed to comply with have been accepted by the requirements Company. If the Company delivers the Statement of this Section ‎3.3. The Parties Objections before the expiration of the Review Period, Newco and the Company shall use reasonable efforts to meet and discuss negotiate in good faith the to resolve such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten thirty (1030) Business Days days after the delivery of the Objection Notice Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Working Capital Statement or the Final Settlement Statement, as applicable, with such changes as may have been previously agreed in writing by Buyer Newco and Sellerthe Company, shall be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If Seller the Company and Buyer Newco fail to reach an agreement with respect to all of the matters set forth in the Objection Notice Statement of Objections before expiration of the Resolution Period, then they any amounts remaining in dispute (“Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall engage the Independent Accounting Firm and submit only the remaining disputed items be submitted for resolution to the office of an impartial firm of independent certified public accountants mutually agreeable to Newco and the Company (the “Independent Accounting Firm for resolution. (1Accountant”) The Independent Accounting Firm shall act who, acting as experts and not arbiters and arbitrators, shall determine resolve the Disputed Amounts only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Post-Closing Inventory Adjustment, as the case may be, and the Closing Working Capital Statement, . The parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountant shall only decide the Interim Settlement Statement or specific items under dispute by the Final Settlement parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Working Capital Statement and the Closing Inventory Adjustment AmountStatement of Objections, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicablerespectively. (2iv) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) Accountant shall be borne paid by the Seller Company, on the one hand, and Buyer by Newco, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller the Company or BuyerNewco, respectively, bears to the aggregate amount actually contested by Seller the Company and Buyer, with such fees Newco. (v) The Independent Accountant shall make a determination as soon as practicable and expenses to be paid to the Independent Accounting Firm in any event within thirty (30) days (or such other time as the parties hereto shall agree in writing) after its engagement, and its resolution of the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment Amount, Disputed Amounts and its adjustments to the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount Working Capital Statement and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) Post-Closing Adjustment shall be deemed agreed conclusive and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreementparties hereto.

Examination and Review. (i) After receipt of the Closing Statement, the Seller shall notify Buyer within have thirty (30) days of receipt of the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement (the applicable period, the “Review Period”), whether or not it accepts ) to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountStatement. During the Review Period, the Seller and the Seller’s accountants shall have full access to the books and records of the Company through the Closing Date, and work papers prepared by, the OpCo Buyer shall provide all information, Books or the OpCo Buyer’s accountants to the extent that they relate to the Closing Statement and Records that to such historical financial information (to the extent in the OpCo Buyer’s possession) relating to the Closing Statement as the Seller (or its designee) and/or Sunningdale may reasonably require to enable it to perform a reasonable analysis request for the purpose of reviewing the Closing Inventory Adjustment AmountStatement and to prepare a Statement of Objections (defined below), the Closing A/R Adjustment Amountprovided, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; providedhowever, that such access shall be in a manner that does not interfere with the normal business operations of Buyerthe OpCo Buyer or the Company. (ii) If Seller desires On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period Period, the Seller may object to the Closing Statement by delivering to the OpCo Buyer a notice written statement setting forth the Seller’s objections in writing reasonable detail, indicating each disputed item or amount and the basis for the Seller’s disagreement therewith (the “Objection NoticeStatement of Objections”) setting forth ). If the item or items disputed, its reasons in reasonable detail for such disputes and Seller fails to deliver the adjustments which, in its opinion, should be made to Statement of Objections before the Closing Inventory Adjustment Amountexpiration of the Review Period, the Closing A/R Adjustment AmountStatement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Statement shall be deemed to have been accepted by the Seller and shall be final and binding on the Seller and the OpCo Buyer. If the Seller delivers the Statement of Objections before the expiration of the Review Period, the Collected A/R Adjustment Amount and/or OpCo Buyer and the Rebate Amount in order to comply with the requirements of this Section ‎3.3. The Parties Seller shall use reasonable efforts to meet and discuss negotiate in good faith the to resolve such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten thirty (1030) Business Days days after the delivery of the Objection Notice Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, with such changes as may have been previously agreed in writing by the OpCo Buyer and Seller, the Seller shall be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If the Seller and the OpCo Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice Statement of Objections before the expiration of the Resolution Period, then they any amounts remaining in dispute (“Disputed Amounts”) shall engage be submitted for resolution to the office of the Independent Accounting Firm and submit only the remaining disputed items to Accountant or, if the Independent Accounting Firm for resolution. Accountant is unable to serve, the OpCo Buyer and the Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than any accountants previously engaged by the Seller or the OpCo Buyer (1unless such previously engaged accountants are agreed to by the OpCo Buyer and the Seller, the “Independent Accountant”) The Independent Accounting Firm shall act who, acting as experts and not arbiters and arbitrators, shall determine resolve the Disputed Amounts only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Post-Closing Inventory Adjustment, as the case may be, and the Closing Statement, . The Seller and the Interim Settlement Statement or OpCo Buyer agree that all adjustments shall be made without regard to materiality. The Independent Accountant shall only decide the Final Settlement specific items under dispute by the Seller and the OpCo Buyer and its decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Statement and the Closing Inventory Adjustment AmountStatement of Objections, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicablerespectively. (2iv) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) Accountant shall be borne paid by the Seller Seller, on the one hand, and Buyer by the OpCo Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Seller or the OpCo Buyer, respectively, bears to the aggregate amount actually contested by the Seller and the OpCo Buyer, with such fees and expenses to be paid to the . (v) The Independent Accounting Firm Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the Seller and the OpCo Buyer shall agree in writing) after its engagement, and its resolution of the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment Amount, Disputed Amounts and its adjustments to the Closing A/R Adjustment AmountStatement or the Post-Closing Adjustment, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) absent fraud or manifest error, shall be deemed agreed conclusive and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to OpCo Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreement.

Examination and Review. (i) Seller shall notify Buyer within thirty (30) days of After receipt of the Closing Inventory Working Capital Statement, Seller will have *** (***) days from the Interim Settlement Statement or the Final Settlement Statement date on which Buyer has provided to Seller all access and information reasonably requested for such purposes (the applicable period, the “Review Period”), whether or not it accepts ) to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountWorking Capital Statement. During the Review Period, Seller and its accountants will have full access to the relevant books and records of Buyer, the personnel of, and work papers prepared by, Buyer shall provide all information, Books and/or Buyer’s accountants to the extent that they relate to the Closing Working Capital Statement and Records that to such historical financial information (to the extent in Buyer’s possession) relating to the Closing Working Capital Statement as Seller (or its designee) and/or Sunningdale may reasonably require to enable it to perform a reasonable analysis request for the purpose of reviewing the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, Working Capital Statement and Buyer shall cause to be made available the services prepare a Statement of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, that such access shall be in a manner that does not interfere with the normal business operations of BuyerObjections. (ii) If Seller desires On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a notice written statement setting forth Seller’s objections in writing reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Objection NoticeStatement of Objections”) setting forth ). If Seller fails to deliver the item or items disputedStatement of Objections before the expiration of the Review Period, its reasons in reasonable detail for such disputes then the Closing Working Capital Statement and the adjustments whichPost-Closing Adjustment, as the case may be, reflected in its opinion, should be made to the Closing Inventory Adjustment AmountWorking Capital Statement will be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount in order to comply with the requirements of this Section ‎3.3. The Parties shall use reasonable efforts to meet Buyer and discuss Seller will negotiate in good faith the to resolve such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten *** (10***) Business Days days after the delivery of the Objection Notice Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, then the Post-Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Working Capital Statement or the Final Settlement Statement, as applicable, with such changes as may have been previously agreed in writing by Buyer and Seller, shall will be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice before expiration of the Resolution Period, then they shall engage the Independent Accounting Firm and submit only the remaining disputed items to the Independent Accounting Firm for resolution. (1) The Independent Accounting Firm shall act as experts and not arbiters and shall determine only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable. (2) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) shall be borne by the Seller and Buyer based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) shall be deemed agreed and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreement.

Examination and Review. (i) Seller shall notify Buyer within thirty (30) days of After receipt of the Closing Inventory Working Capital Statement, the Interim Settlement Statement or the Final Settlement Statement Carlyle and X. Xxxxx shall have 30 days (the applicable period, the “Review Period”), whether or not it accepts ) to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountWorking Capital Statement. During the Review Period, Buyer Carlyle and X. Xxxxx and their accountants shall provide all informationhave full access to the books and records of the Company, Books the personnel of, and Records work papers prepared by, Parent and Parent’s accountants to the extent that Seller they relate to the Closing Working Capital Statement and to such historical financial information (or its designeeto the extent in Parent’s possession) and/or Sunningdale relating to the Closing Working Capital Statement as Carlyle and X. Xxxxx may reasonably require to enable it to perform a reasonable analysis request for the purpose of reviewing the Closing Inventory Adjustment AmountWorking Capital Statement and to prepare a Statement of Objections (defined below), the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, that such access shall be in a manner that does not interfere with the normal business operations of BuyerParent or the Company. (ii) If Seller desires On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period Period, Carlyle and X. Xxxxx may object to the Closing Working Capital Statement by delivering to Parent a notice written statement setting forth Carlyle and X. Xxxxx’x objections in writing reasonable detail, indicating each disputed item or amount and the basis for Carlyle and X. Xxxxx’x disagreement therewith (the “Objection NoticeStatement of Objections”) setting forth ). If Carlyle and X. Xxxxx fail to deliver the item or items disputed, its reasons in reasonable detail for such disputes and Statement of Objections before the adjustments which, in its opinion, should be made to expiration of the Closing Inventory Adjustment AmountReview Period, the Closing A/R Adjustment AmountWorking Capital Statement and the Post‑Closing Adjustment, as the Collected A/R Adjustment Amount and/or case may be, reflected in the Rebate Amount in order Closing Working Capital Statement shall be deemed to comply with have been accepted by Carlyle and X. Xxxxx. If Xxxxxxx and X. Xxxxx deliver the requirements Statement of this Section ‎3.3. The Parties Objections before the expiration of the Review Period, Carlyle, X. Xxxxx and Parent shall use reasonable efforts to meet and discuss negotiate in good faith the to resolve such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten (10) Business Days 30 days after the delivery of the Objection Notice Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Closing Inventory Post‑Closing Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Working Capital Statement or the Final Settlement Statement, as applicable, with such changes as may have been previously agreed in writing by Buyer Carlyle, X. Xxxxx and SellerParent, shall be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If Seller Carlyle, X. Xxxxx and Buyer Parent fail to reach an agreement with respect to all of the matters set forth in the Objection Notice Statement of Objections before expiration of the Resolution Period, then they any amounts remaining in dispute (“Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall engage the Independent Accounting Firm and submit only the remaining disputed items be submitted for resolution to the office of an impartial nationally recognized firm of independent certified public accountants other than Carlyle’s audit firm or Parent’s audit firm (the “Independent Accounting Firm for resolution. (1Accountants”) The Independent Accounting Firm shall act who, acting as experts and not arbiters and arbitrators, shall determine resolve the Disputed Amounts only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Post‑Closing Adjustment, as the case may be, and the Closing Inventory Working Capital Statement, . The parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the Interim Settlement Statement or specific items under dispute by the Final Settlement parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Working Capital Statement and the Closing Inventory Adjustment AmountStatement of Objections, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicablerespectively. (2iv) Buyer and Seller shall provide Fees of the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the PartiesAccountants. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) Accountant shall be borne paid by Carlyle and X. Xxxxx, on the Seller one hand, and Buyer by Parent, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller Carlyle and X. Xxxxx or BuyerParent, respectively, bears to the aggregate amount actually contested by Seller Carlyle and Buyer, with such fees X. Xxxxx and expenses to be paid to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determinationParent. (ivv) The Closing Inventory Adjustment AmountIndependent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount Working Capital Statement and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) Post‑Closing Adjustment shall be deemed agreed conclusive and shall be binding upon the Parties. Within thirty parties hereto. (30vi) days following Except as otherwise provided herein, any payment of the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance Post‑Closing Adjustment, together with the provisions of this Section ‎3.3(d)(iv)interest calculated as set forth below, such Closing Inventory Adjustment Amount shall (A) be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), due (x) within five Business Days of acceptance of the applicable Closing A/R Adjustment Amount shall Working Capital Statement or (y) if there are Disputed Amounts, then within five Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to an such account designated (or issued to X. Xxxxx and the Management Members in the case of the issuance of Class A‑1 Units) as is directed by Buyer Carlyle and X. Xxxxx or SellerParent, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R . The amount of any Post‑Closing Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest from and including the Closing Date to but excluding the date of payment at the prime a rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) equal to 6%. Such interest shall be payable calculated daily on demand, (2) Buyer may, upon written notice to Seller the basis of a 365 day year and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreementactual number of days elapsed.

Examination and Review. (i) Seller shall notify Buyer within thirty (30) days of After receipt of the Closing Inventory Working Capital Statement, the Interim Settlement Statement or the Final Settlement Statement Seller shall have fifteen (the applicable period, 15) days (the “Review Period”), whether or not it accepts ) to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountWorking Capital Statement. During the Review Period, Seller and its accountants shall have full access to the relevant books and records of Buyer, the personnel of, and work papers prepared by, Buyer shall provide all information, Books and/or its accountants to the extent that they relate to the Closing Working Capital Statement and Records that to such historical financial information (to the extent in Buyer’s possession) relating to the Closing Working Capital Statement as Seller (or its designee) and/or Sunningdale may reasonably require to enable it to perform a reasonable analysis request for the purpose of reviewing the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, Working Capital Statement and Buyer shall cause to be made available the services prepare a Statement of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or SunningdaleObjections; provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer. (ii) If Seller desires On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a notice written statement setting forth Seller’s objections in writing reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Objection NoticeStatement of Objections”) setting forth ). If Seller fails to deliver a Statement of Objections before the item or items disputedexpiration of the Review Period, its reasons in reasonable detail for such disputes then the Closing Working Capital Statement and the adjustments whichPost-Closing Adjustment, as the case may be, reflected in its opinion, should be made to the Closing Inventory Adjustment AmountWorking Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers a Statement of Objections before the expiration of the Review Period, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount in order to comply with the requirements of this Section ‎3.3. The Parties then Buyer and Seller shall use reasonable efforts to meet and discuss negotiate in good faith the to resolve such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten fifteen (1015) Business Days days after the delivery of the Objection Notice a Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, then the Post-Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Working Capital Statement or the Final Settlement Statement, as applicable, with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Partiesparties hereto. (iii) If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice a Statement of Objections before expiration of the Resolution Period, then they any amounts remaining in dispute (“Disputed Amounts”) shall engage be submitted for resolution to an impartial recognized firm of independent certified public accountants as mutually agreed upon in writing by Seller and Buyer (the “Independent Accounting Firm and submit only the remaining disputed items to the Independent Accounting Firm for resolution. (1Accountant”) The Independent Accounting Firm shall act who, acting as experts and not arbiters and QB\43503538.9 arbitrators, shall determine resolve the Disputed Amounts only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Post-Closing Inventory Adjustment, as the case may be, and the Closing Working Capital Statement, . The parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountant shall only decide the Interim Settlement Statement or specific items under dispute by the Final Settlement parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Working Capital Statement and the Closing Inventory Adjustment AmountStatement of Objections, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicablerespectively. (2iv) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) Accountant shall be borne paid by the Seller and Buyer based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determination. (ivv) The Closing Inventory Adjustment AmountIndependent Accountant shall make a determination as soon as practicable within fifteen (15) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount Working Capital Statement and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) Post-Closing Adjustment shall be deemed agreed final and shall be binding upon the Parties. Within thirty parties hereto. (30vi) days following If the day Post-Closing Adjustment is a positive number, then Buyer shall pay to Seller an amount equal to the Post-Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing by Seller to Buyer. If the Post-Closing Adjustment is a negative number, then Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect shall pay to Buyer an amount equal to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Post-Closing Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated in writing by Buyer in writing to Seller. Within thirty Any payment of the Post-Closing Adjustment shall be due within five (305) days following after the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion final determination of the Closing Inventory Working Capital Statement and the Post-Closing Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv1.05(c), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreement.

Examination and Review. (i) Seller After receipt of the proposed True-Up Adjustment, the City shall notify Buyer within have thirty (30) days of receipt of the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement (the applicable period, the “Review Period”), whether or not it accepts ) to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amountproposed True-Up Adjustment. During the Review Period, the City and the City’s accountants shall have full access to the relevant books and records of Buyer, the personnel of, and work papers prepared by, Buyer shall provide all information, Books and/or Buyer’s accountants to the extent that they relate to the True- Up Adjustment and Records that Seller to such historical financial information (or its designeeto the extent in Buyer’s possession) and/or Sunningdale relating to the True-Up Adjustment as the City may reasonably require request for the purpose of reviewing the proposed True-Up Adjustment and to enable it to perform prepare a reasonable analysis Statement of the Closing Inventory Adjustment AmountObjections (defined below), the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, that such access shall be in a manner that does not unreasonably interfere with the normal business operations of Buyer. (ii) If Seller desires On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period Period, the City may object to the proposed True-Up Adjustment by delivering to Buyer a notice written statement setting forth the City’s objections in writing reasonable detail, indicating each disputed item or amount and the basis for the City’s disagreement therewith (the “Objection NoticeStatement of Objections”) setting forth ). If the item or items disputedCity fails to deliver the Statement of Objections before the expiration of the Review Period, its reasons in reasonable detail for such disputes the proposed True-Up Adjustment shall be deemed to have been accepted by the City. If the City delivers the Statement of Objections before the expiration of the Review Period, Buyer and the adjustments which, in its opinion, should be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount in order to comply with the requirements of this Section ‎3.3. The Parties City shall use reasonable efforts to meet and discuss negotiate in good faith the to resolve such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten thirty (1030) Business Days days after the delivery of the Objection Notice Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Closing Inventory True-Up Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, with such changes as may have been previously agreed in writing by Buyer and Sellerthe City, shall be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If Seller the City and Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice Statement of Objections before expiration of the Resolution Period, then they any amounts remaining in dispute (“Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall engage the Independent Accounting Firm and submit only the remaining disputed items be submitted for resolution to the office of Xxxxx Xxxxxxxx or, if Xxxxx Xxxxxxxx is unable to serve, Buyer and the City shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the City’s accountants or Buyer’s accountants (the “Independent Accounting Firm for resolution. (1Accountant”) The Independent Accounting Firm shall act who, acting as experts and not arbiters and arbitrators, shall determine resolve the Disputed Amounts only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Closing Inventory StatementTrue-Up Adjustment, as the Interim Settlement Statement or case may be. The parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountant shall only decide the Final Settlement Statement specific items under dispute by the parties and its decision for each Disputed Amount must be within the range of values assigned to each such item in the proposed True-Up Adjustment and the Closing Inventory Adjustment AmountStatement of Objections, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicablerespectively. (2iv) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) Accountant shall be borne paid by the Seller City, on the one hand, and Buyer Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller the City or Buyer, respectively, bears to the aggregate amount actually contested by Seller the City and Buyer, with such fees and expenses to be paid to the . The Independent Accounting Firm Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after its engagement, and its resolution of the Independent Accounting Firm’s determination. (iv) The Closing Inventory Disputed Amounts and its adjustments to the True- Up Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) shall be deemed agreed conclusive and shall be binding upon the Partiesparties hereto. Within thirty Except as otherwise provided herein, any payment of the True-Up Adjustment, together with interest calculated as set forth below, shall (30A) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), due (x) within five Business Days of acceptance of the Closing A/R applicable True-Up Adjustment Amount shall or (y) if there are Disputed Amounts, then within five Business Days of the resolution described herein; and (B) be paid by wire transfer of immediately available funds to an such account designated as is directed by Buyer or Sellerthe City, as the case may be, in writing . Any payment of the True-Up Adjustment owed by the City to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount Buyer shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Escrow Agent from the Escrow Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion terms of the Closing Inventory Escrow Agreement. The amount of any True-Up Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest from and including the Closing Date to and including the date of payment at the prime a rate as disclosed in The Wall Street Journal plus nine per annum equal to four percent (94%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) ). Such interest shall be payable calculated daily on demandthe basis of a 365 day year and the actual number of days elapsed, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreementwithout compounding.

Examination and Review. (i) Seller shall notify Buyer within thirty (30) days of After receipt of the Closing Inventory Time Balance Sheet and the Closing Working Capital Statement, the Interim Settlement Statement or the Final Settlement Statement Buyer will have *** (the applicable period, ***) days (the “Review Period”), whether or not it accepts ) to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountWorking Capital Statement. During the Review Period, Buyer shall provide all informationand its accountants will have full access to the relevant books and records of Seller, Books the personnel of, and Records work papers prepared by, Seller and/or Seller’s accountants to the extent that Seller they relate to the Closing Working Capital Statement and to such historical financial information (or its designeeto the extent in Seller’s possession) and/or Sunningdale relating to the Closing Working Capital Statement as Buyer may reasonably require to enable it to perform a reasonable analysis request for the purpose of reviewing the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, Working Capital Statement and Buyer shall cause to be made available the services prepare a Statement of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, that such access shall be in a manner that does not interfere with the normal business operations of BuyerObjections. (ii) If Seller desires On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period Period, Buyer may object to the Closing Working Capital Statement by delivering to Seller a notice written statement setting forth Buyer’s objections in writing reasonable detail, indicating each disputed item or amount and the basis for Buyer’s disagreement therewith (the “Objection NoticeStatement of Objections”) setting forth ). If Buyer fails to deliver the item or items disputedStatement of Objections before the expiration of the Review Period, its reasons in reasonable detail for such disputes then the Closing Working Capital Statement and the adjustments whichPost-Closing Adjustment, as the case may be, reflected in its opinion, should be made to the Closing Inventory Adjustment AmountWorking Capital Statement will be deemed to have been accepted by Buyer. If Buyer delivers the Statement of Objections before the expiration of the Review Period, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount in order to comply with the requirements of this Section ‎3.3. The Parties shall use reasonable efforts to meet Buyer and discuss Seller will negotiate in good faith the to resolve such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten *** (10***) Business Days days after the delivery of the Objection Notice Statement of Objections (the “Resolution Period”), and, if the same such objections are so resolved within the Resolution Period, then the Post-Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Working Capital Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, with such changes as may have been be agreed in writing by Buyer and Seller, shall will be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon on the Parties. (iii) If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice before expiration of the Resolution Period, then they shall engage the Independent Accounting Firm and submit only the remaining disputed items to the Independent Accounting Firm for resolution. (1) The Independent Accounting Firm shall act as experts and not arbiters and shall determine only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable. (2) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) shall be borne by the Seller and Buyer based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) shall be deemed agreed and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreement.

Examination and Review. (i) Seller shall notify After receipt of the Closing Working Capital Statement, Buyer within will have thirty (30) days of receipt of the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement (the applicable period, the “Review Period”), whether or not it accepts ) to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountWorking Capital Statement. During the Review Period, Buyer shall provide all information, will have full access to the Books and Records that relating primarily to the Assets, the personnel of, and work papers prepared by, Seller (or its designeeAffiliates) and/or Sunningdale to the extent that they relate to the Closing Working Capital Statement and to such historical financial information relating to the Closing Working Capital Statement as Buyer may reasonably require to enable it to perform a reasonable analysis request for the purpose of reviewing the Closing Inventory Adjustment AmountWorking Capital Statement and to prepare a Statement of Objections, the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, that such access shall will be in a manner that does not interfere with the normal business operations of BuyerSeller or the Business. (ii) If Seller desires On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period Period, Buyer may object to the Closing Working Capital Statement by delivering to Seller a notice written statement setting forth Buyer’s objections in writing reasonable detail, indicating each disputed item or amount and the basis for Bxxxx’s disagreement therewith (the “Objection NoticeStatement of Objections”) setting forth ). If Bxxxx fails to deliver the item or items disputed, its reasons in reasonable detail for such disputes and Statement of Objections before the adjustments which, in its opinion, should be made to expiration of the Closing Inventory Adjustment AmountReview Period, the Closing A/R Adjustment AmountWorking Capital Statement and the Post-Closing Adjustment, as the Collected A/R Adjustment Amount and/or case may be, reflected in the Rebate Amount in order Closing Working Capital Statement will be deemed to comply with have been accepted by Buyer. If Buyer delivers the requirements Statement of this Section ‎3.3. The Objections before the expiration of the Review Period, Buyer and the Seller Parties shall use reasonable efforts to meet and discuss will negotiate in good faith the to resolve such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten thirty (1030) Business Days days after the delivery of the Objection Notice Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Working Capital Statement or the Final Settlement Statement, as applicable, with such changes as may have been previously agreed in writing by Buyer Bxxxx and Sellerthe Seller Parties, shall will be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If the Seller Parties and Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice Statement of Objections before expiration of the Resolution Period, then they shall engage any amounts remaining in dispute (“Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) will be submitted for resolution to the office of the Independent Accounting Firm and submit only the remaining disputed items to the Independent Accounting Firm for resolution. (1) The Independent Accounting Firm shall act Accountant who, acting as experts and not arbiters and shall determine arbitrators, will resolve the Disputed Amounts only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Post-Closing Inventory Adjustment, as the case may be, and the Closing Working Capital Statement, . The Parties agree that all adjustments will be made without regard to materiality. The Independent Accountant will only decide the Interim Settlement Statement or specific items under dispute by the Final Settlement Parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Working Capital Statement and the Closing Inventory Adjustment AmountStatement of Objections, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicablerespectively. (2iv) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) Accountant, if any, shall be borne by Bxxxx, on the Seller one hand, and Buyer based upon Seller, on the percentage that the amount actually contested but not awarded to Seller or Buyerother hand, respectively, bears to in inverse proportion as they may prevail in the aggregate amount actually contested by Seller and Buyer, with such fees and expenses to be paid on the Disputed Amounts submitted to the Independent Accounting Firm Accountant (as finally determined by the Independent Accountant). For example, if the Disputed Amounts total $1,000 and the Independent Accountant awards $600 in favor of Seller, sixty percent of the costs of the Independent Accountant’s review would be borne by Bxxxx and forty percent of the costs would be borne by Seller. (v) The Independent Accountant will make a determination as soon as practicable within thirty (30) days (or such other time as the Parties agree in writing) after their engagement, and their resolution of the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment Amount, Disputed Amounts and their adjustments to the Closing A/R Working Capital Statement and the Post-Closing Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) shall will be deemed agreed conclusive and shall be binding upon the Parties. Within thirty . (30vi) days following Except as otherwise provided in this Agreement, any payment of the day the Post-Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall will (A) be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), due (x) within five (5) Business Days of acceptance of the applicable Closing A/R Adjustment Amount shall Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in Section 2.07(c)(v); and (B) be paid by wire transfer of immediately available funds to an such account designated as is directed by Buyer or Sellerthe Seller Parties, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreement.

Examination and Review. (i) Seller shall notify Buyer within thirty (30) days of After receipt of the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement Sellers shall have forty-five (the applicable period, 45) days (the “Review Period”), whether or not it accepts ) to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountStatement. During the Review Period, Buyer Sellers and Sellers’ Accountants shall provide all information, have full access to the Books and Records of the Target Companies, the personnel of, and work papers prepared by, Buyers and/or Buyers’ Accountants to the extent that Seller they relate to the Closing Statement and to such historical financial information (or its designeeto the extent in Buyers’ possession) and/or Sunningdale relating to the Closing Statement as Sellers may reasonably require to enable it to perform a reasonable analysis request for the purpose of reviewing the Closing Inventory Adjustment AmountStatement and to prepare a Statement of Objections (defined below), the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyerthe Buyers or any Target Company. (ii) If Seller desires On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period Period, Sellers may object to the Closing Statement by delivering to Buyers a notice written statement setting forth Sellers’ objections in writing reasonable detail, indicating each disputed item or amount and the basis for Sellers’ disagreement therewith (the “Objection NoticeStatement of Objections”) setting forth ). If Sellers fail to deliver the item or items disputed, its reasons in reasonable detail for such disputes and Statement of Objections before the adjustments which, in its opinion, should be made to expiration of the Closing Inventory Adjustment AmountReview Period, the Closing A/R Adjustment AmountStatement and the Post-Closing Adjustment, as the Collected A/R Adjustment Amount and/or case may be, reflected in the Rebate Amount in order Closing Statement shall be deemed to comply with have been accepted by Sellers. If Sellers deliver the requirements Statement of this Section ‎3.3. The Parties Objections before the expiration of the Review Period, Buyers and Sellers shall use reasonable efforts to meet and discuss negotiate in good faith the to resolve such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten thirty (1030) Business Days days after the delivery of the Objection Notice Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, with such changes as may have been previously agreed in writing by Buyer Buyers and SellerSellers, shall be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If Seller Sellers and Buyer Buyers fail to reach an agreement with respect to all of the matters set forth in the Objection Notice Statement of Objections before expiration of the Resolution Period, then they shall engage the Independent Accounting Firm and submit only the remaining disputed items to the Independent Accounting Firm for resolution. (1) The Independent Accounting Firm shall act as experts and not arbiters and shall determine only those items on the Closing Inventory Statement, the Interim Settlement Statement Period or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable. (2) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) shall be borne by the Seller and Buyer based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determination. Buyers received the Statement of Objections, then any amounts remaining in dispute (iv) The Closing Inventory Adjustment Amountthe “Disputed Amounts” and any amounts not so disputed, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)“Undisputed Amounts”) shall be deemed submitted for resolution to the office of Ernst & Young LLP or PricewaterhouseCoopers LLP, as agreed upon by Buyers and Sellers, or, if Ernst & Young LLP and PricewaterhouseCoopers LLP are unable to serve, Buyers and Sellers shall be binding upon appoint by mutual agreement the Parties. Within thirty office of an impartial nationally recognized firm of independent certified public accountants other than Sellers’ Accountants or Buyers’ Accountants (30the “Independent Accountant”) days following who, acting as experts and not arbitrators, shall resolve the day Disputed Amounts only and make any adjustments to the Post-Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or SellerAdjustment, as the case may be, and the Closing Statement. The parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in writing to Seller or Buyerthe Closing Statement and the Statement of Objections, respectively. (iv) The fees and expenses of the Independent Accountant shall be paid by Sellers in equal proportions, on the one hand, and by Buyers, on the other hand, in inverse proportion as applicable. Within they may prevail on the Disputed Amounts, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accountant at the time its determination is rendered on the merits of the matters submitted. (v) The Independent Accountant shall make a determination as soon as practicable within thirty (30) days following (or such other time as the day parties hereto shall agree in writing) after their engagement, and their resolution of the Collected A/R Adjustment Amount with respect Disputed Amounts and their adjustments to the Interim Payment Date becomes Closing Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreementparties hereto.

Examination and Review. (i) Seller shall notify Buyer within thirty (30) days of After receipt of the Closing Inventory Working Capital Statement, the Interim Settlement Statement or the Final Settlement Statement Principals shall have 30 days (the applicable period, the “Review Period”), whether or not it accepts ) to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountWorking Capital Statement. During the Review Period, Buyer the Principals shall provide all informationhave full access to the books and records of the Company, Books the personnel of, and Records work papers prepared by the Purchaser, to the extent that Seller they relate to the Closing Working Capital Statement and to such historical financial information (or its designeeto the extent in the Purchaser’s possession) and/or Sunningdale relating to the Closing Working Capital Statement as the Principals may reasonably require to enable it to perform a reasonable analysis request for the purpose of reviewing the Closing Inventory Adjustment AmountWorking Capital Statement and to prepare a Statement of Objections (defined below), the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, provided that such access shall be in a manner that does not interfere with the normal business operations of Buyerthe Purchaser or the Company. (ii) If Seller desires to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on On or before the last day of the Review Period Period, the Principals may object to the Closing Working Capital Statement by delivering to the Purchaser a notice written statement setting forth the Principals’ objections in writing reasonable detail, indicating each disputed item or amount and the basis for the Principals’ disagreement therewith (the “Objection NoticeStatement of Objections”) setting forth ). If the item or items disputed, its reasons in reasonable detail for such disputes and Principals fail to deliver the adjustments which, in its opinion, should be made to Statement of Objections before the Closing Inventory Adjustment Amountexpiration of the Review Period, the Closing A/R Adjustment AmountWorking Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by the Principals. If the Principals deliver the Statement of Objections before the expiration of the Review Period, the Collected A/R Adjustment Amount and/or Purchaser and the Rebate Amount in order Principals shall negotiate to comply with the requirements of this Section ‎3.3. The Parties shall use reasonable efforts to meet and discuss in good faith the resolve such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten (10) Business Days 30 days after the delivery of the Objection Notice Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Working Capital Statement or the Final Settlement Statement, as applicable, with such changes as may have been previously agreed in writing by Buyer the Purchaser and Sellerthe Principals, shall be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice before expiration of the Resolution Period, then they shall engage the Independent Accounting Firm and submit only the remaining disputed items to the Independent Accounting Firm for resolution. (1) The Independent Accounting Firm shall act as experts and not arbiters and shall determine only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable. (2) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) shall be borne by the Seller and Buyer based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) shall be deemed agreed and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreement.

Examination and Review. (i) Seller shall notify Buyer within thirty (30) days of After receipt of the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement Seller shall have forty-five (the applicable period, 45) days (the “Review Period”), whether or not it accepts ) to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountStatement. During the Review Period, Buyer Seller shall provide all information, have reasonable access to the Books and Records that Seller (or its designee) of th Business, the personnel of, and work papers prepared by, Bxxxx and/or Sunningdale may reasonably require to enable it to perform a reasonable analysis Bxxxx’s accountants, and such historical financial information of the Closing Inventory Adjustment Amount, Business (to the extent in Buyer’s possession) as is reasonably necessary to review the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; Statement,provided, that such access shall be a”i: Seller’s expense, during normal business hours, upon reasonable advance notice to Buyer and in a manner that does not interfere with the normal business operations of Buyer. (ii) If Seller desires On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period Period, Seller may object to the Closing Statement by delivering to Buyer a notice written statement setting forth Seller’s objections in writing reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Objection NoticeStatement of Objections”) setting forth ). If Seller fails to deliver the item or items disputed, its reasons in reasonable detail for such disputes and Statement of Objections to Buyer before the adjustments which, in its opinion, should be made to expiration of the Closing Inventory Adjustment AmountReview Period, the Closing A/R Adjustment AmountWorking Capital reflected in the Closing Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections to Buyer before the expiration of the Review Period, the Collected A/R Adjustment Amount and/or the Rebate Amount in order to comply with the requirements of this Section ‎3.3. The Parties Buyer and Seller shall use reasonable efforts to meet and discuss negotiate in good faith the to resolve such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten thirty (1030) Business Days days after the delivery of the Objection Notice Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Closing Inventory Adjustment Amount, Working Capital reflected in the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding. For binding on the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Partiesparties hereto. (iii) If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice Statement of Objections before expiration of the Resolution Period, then they any amounts or items remaining in dispute (“Disputed Amounts”) shall engage the Independent Accounting Firm and submit only the remaining disputed items be submitted by either Seller or Buyer for resolution to the Independent Accounting Firm for resolution. (1) The Independent Accounting Firm shall act as experts and not arbiters and shall determine only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by office of an impartial nationally recognized fxxx of independent certified public accountants mutually acceptable to Buyer and Seller (the “Independent Accountant”) who, acting as of expert and not arbitrator, shall resolve the time of engagement of the Independent Accounting Firm Disputed Amounts only and make any adjustments to the Closing Inventory Working Capital reflected in the Closing Statement, . The Independent Accountant shall only decide the Interim Settlement Statement or specific items under dispute by the Final Settlement parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Statement and the Closing Inventory Adjustment AmountStatement of Objections, respectively. All expenses and fees of the Closing A/R Adjustment AmountIndependent Accountant and the administrative costs of the proceeding, including reasonable fees and costs, shall be borne by Buyer, on the Collected A/R Adjustment Amount and/or one hand, and Seller, on the Rebate Amountother hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as applicable. (2) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required determined by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in replyAccountant. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) PromptlyAccountant shall make a determination as soon as practicable, but in no event later than thirty (30) days (or such other time as the parties hereto shall agree in writing) after its engagement, and the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their Accountant’s resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, Disputed Amounts and its adjustments to the Closing A/R Adjustment Amount, Working Capital set forth in the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, Closing Statement shall be conclusively deemed the Closing Inventory Adjustment Amountfinal, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees conclusive and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) shall be borne by the Seller and Buyer based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) shall be deemed agreed and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller parties hereto and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full their respective successors and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreementassigns, and (3) Buyer may, upon written notice not subject to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreementcollateral attack for any reason absent manifest error or fraud.

Examination and Review. (i) Seller shall notify Buyer within thirty (30) days of After receipt of the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement Parent shall have forty-five (the applicable period, 45) days (the “Review Period”), whether or not it accepts ) to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountStatement. During the Review Period, Buyer Parent shall provide all information, have full access to the Books and Records of the Business, the personnel of, and work papers prepared by, Buyer and/or Buyer’s accountants to the extent that Seller they relate to the Closing Statement and to such historical financial information (or its designeeto the extent in Buyer’s possession) and/or Sunningdale relating to the Closing Statement as Parent may reasonably require to enable it to perform a reasonable analysis request for the purpose of reviewing the Closing Inventory Adjustment AmountStatement and to prepare a Statement of Objections, the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, that such access shall be at the Parent’s expense, during normal business hours and in a manner that does not interfere with the normal business operations of Buyer. (ii) If Seller desires On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period Period, Parent may object to the Closing Statement by delivering to Buyer a notice written statement setting forth Parent’s objections in writing reasonable detail, indicating each disputed item or amount and the basis for Parent’s disagreement therewith (the “Objection NoticeStatement of Objections”) setting forth ). If Parent fails to deliver the item or items disputed, its reasons in reasonable detail for such disputes and Statement of Objections to Buyer before the adjustments which, in its opinion, should be made to expiration of the Closing Inventory Adjustment AmountReview Period, the Closing A/R Statement and the Purchase Price Adjustment Amount(if any), as the Collected A/R Adjustment Amount and/or case may be, reflected in the Rebate Amount in order Closing Statement shall be deemed to comply with have been accepted by Parent and the requirements Seller Parties. If Parent delivers the Statement of this Section ‎3.3. The Parties Objections to Buyer before the expiration of the Review Period, Buyer and Parent shall use reasonable efforts to meet and discuss negotiate in good faith the to resolve such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten thirty (1030) Business Days days after the delivery of the Objection Notice Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Closing Inventory Purchase Price Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, with such changes as may have been previously agreed in writing by Buyer and SellerParent, shall be final and binding. For binding on the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Partiesparties hereto. (iii) If Seller Parent and Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice Statement of Objections before expiration of the Resolution Period, then they any amounts remaining in dispute (“Disputed Amounts”) shall engage the Independent Accounting Firm and submit only the remaining disputed items be submitted for resolution to the office of an impartial nationally recognized firm of independent certified public accountants mutually acceptable to Buyer and the Seller Parties (the “Independent Accounting Firm for resolution. (1Accountant”) The Independent Accounting Firm shall act who, acting as experts expert and not arbiters and arbitrator, shall determine resolve the Disputed Amounts only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable. (2) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) shall be borne by the Seller and Buyer based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) shall be deemed agreed and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or SellerPurchase Price Adjustment, as the case may be, and the Closing Statement. The Independent Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in writing the Closing Statement and the Statement of Objections, respectively. All expenses and fees of the Independent Accountant and the administrative costs of the proceeding, including reasonable fees and costs, incurred by the other party to the proceeding, shall be borne by the non-prevailing party. For purposes of this Section 2.08(c), Buyer shall be deemed to be the non-prevailing party if the Independent Accountant award the Seller or Buyer, Parties more than fifty percent (50%) of the disputed amount; otherwise the Seller Parties shall be deemed to be the non-prevailing party. The Independent Accountant shall make a determination as applicable. Within soon as practicable within thirty (30) days following (or such other time as the day parties hereto shall agree in writing) after its engagement, and the Collected A/R Adjustment Amount with respect Independent Accountant’s resolution of the Disputed Amounts and its adjustments to the Interim Payment Date becomes Closing Statement and/or the Purchase Price Adjustment shall be conclusive and binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller parties hereto and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full their respective successors and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreementassigns, and (3) Buyer may, upon written notice not subject to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreementcollateral attack for any reason absent manifest error or fraud.

Examination and Review. (i) Seller shall notify Buyer within thirty (30) days of After receipt of the Closing Inventory Working Capital Statement, the Interim Settlement Statement or the Final Settlement Statement Ferro will have 30 days (the applicable period, the “"Review Period”), whether or not it accepts ") to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountWorking Capital Statement. During the Review Period, Buyer shall provide all informationSellers and their accountants will have reasonable access during normal business hours to the relevant books and records of Buyers, Books the personnel of, and Records work papers prepared by, Buyers and Buyers’ Accountants to the extent that Seller they relate to the Closing Working Capital Statement and to such historical financial information (or its designeeto the extent in Buyers’ possession) and/or Sunningdale relating to the Closing Working Capital Statement as Sellers may reasonably require to enable it to perform a reasonable analysis request for the purpose of reviewing the Closing Inventory Adjustment AmountWorking Capital Statement and to prepare a Statement of Objections, the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, provided that such access shall will be in a manner that does not interfere with the Buyers’ normal business operations of Buyeroperations. (ii) If Seller desires On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period a notice in writing (the “Objection Notice”) setting forth the item or items disputedPeriod, its reasons in reasonable detail for such disputes and the adjustments which, in its opinion, should be made Sellers may object to the Closing Inventory Adjustment AmountWorking Capital Statement by delivering to Buyers a written statement setting forth Sellers’ objections in reasonable detail, indicating each disputed item or amount and the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount in order to comply with the requirements of this Section ‎3.3. The Parties shall use reasonable efforts to meet and discuss in good faith the objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten (10) Business Days after the delivery of the Objection Notice basis for Buyers’ disagreement (the “Resolution Period”"Statement of Objections"), and, if the same are so resolved within the Resolution Period, the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, with such changes as may have been agreed in writing by Buyer and Seller, shall be final and binding. For the avoidance of doubt, if Seller fails If Sellers fail to deliver the Objection Notice a Statement of Objections before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Working Capital Statement or the Final Settlement Statement, as applicable, and the Post-Closing Inventory Adjustment Amount, reflected in the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall Working Capital Statement will be deemed to have been accepted by SellerSellers. Any portion If Sellers delivers a Statement of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of Objections before the expiration of the Review Period, Buyers and Sellers will negotiate in good faith to resolve such objections within 30 days after the delivery of the Statement of Objections (the "Resolution Period"). If all objections set forth in the Statement of Objections are resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such amounts shall changes as Buyers and Sellers may agree in writing during the Resolution Period will be deemed agreed final and binding upon the Partiesbinding. (iii) If Seller Sellers and Buyer Buyers fail to reach an agreement with respect to all of the matters set forth in the Objection Notice Statement of Objections before expiration of the Resolution Period, then they shall engage any amounts remaining in dispute ("Disputed Amounts," and any amounts not so disputed, the Independent Accounting Firm and submit only the remaining disputed items "Undisputed Amounts") will be submitted for resolution to the Cleveland, Ohio office of Xxxxx Xxxxxxxx LLP or, if Xxxxx Xxxxxxxx LLP is unable to serve, Buyers and Sellers will appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Sellers’ accountants or Buyers’ Accountants (the "Independent Accounting Firm for resolution. (1Accountants") The Independent Accounting Firm shall act who, acting as experts and not arbiters and shall determine arbitrators, will resolve the Disputed Amounts only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Post-Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable. (2) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) shall be borne by the Seller and Buyer based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) shall be deemed agreed and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or SellerAdjustment, as the case may be, and the Closing Working Capital Statement. The Independent Accountants will only decide the specific items under dispute by the Parties and their decision for each Disputed Amount must be equal to one of the values assigned to such item in writing to Seller the Closing Working Capital Statement and the Statement of Objections, respectively. The Independent Accountants will make a determination as soon as practicable within 30 days (or Buyersuch other time as the Parties may agree in writing) after their engagement, as applicable. Within thirty (30) days following and their resolution of the day the Collected A/R Adjustment Amount with respect Disputed Amounts and their adjustments to the Interim Payment Date becomes Closing Working Capital Statement and the Post-Closing Adjustment will be conclusive and binding upon the Parties Parties. Buyers on the one hand and Sellers on the other hand will pay 50% of the fees and expenses of the Independent Accountants. (iv) Except as otherwise provided in accordance this Agreement, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, will (A) be due within five Business Days of the provisions of date on which the Post-Closing Adjustment is finally determined pursuant to this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty 3.02; and (30B) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an such account designated as is directed by Buyer Buyers or SellerSellers, as the case may be, . The amount of any Post-Closing Adjustment will bear interest from and including the Closing Date to and including the date of payment at a rate per annum equal to the prime rate as published in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall Wall Street Journal in effect on the date of such payment. Such interest will be paid by wire transfer calculated daily on the basis of immediately available funds to an account designated by Buyer in writing to Seller a 365 day year and (z) the Rebate Amount shall be paid by wire transfer actual number of immediately available funds to an account designated by Seller in writing to Buyerdays elapsed. Any payments The Parties will treat any payment made pursuant to this Section ‎3.3, shall be treated 3.02 as an adjustment to the Purchase Price by the Parties for Tax purposes, purposes unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services AgreementLaw.

Examination and Review. (i) Seller After receipt of the Closing Working Capital Statement, the Sellers shall notify Buyer within have thirty (30) calendar days of receipt of the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement (the applicable period, the “Review Period”), whether or not it accepts ) to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountWorking Capital Statement. During the Review Period, the Sellers and the Sellers’ representatives shall have reasonable access to the relevant books and records of the Buyer shall provide all information, Books to the extent that they relate to the Closing Working Capital Statement and Records that Seller (or its designee) and/or Sunningdale to such historical financial information relating to the Closing Working Capital Statement as the Sellers may reasonably require to enable it to perform a reasonable analysis request for the purpose of reviewing the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, Working Capital Statement and Buyer shall cause to be made available the services prepare a Statement of its employees as are reasonably necessary in order to provide the above mentioned information to Seller Objections (or its designee) and/or Sunningdale; provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyerdefined below). (ii) If Seller desires On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period Period, the Sellers may object to the Closing Working Capital Statement by delivering to the Buyer a notice written statement setting forth the Sellers’ objections in writing reasonable detail, indicating each disputed item or amount and the basis for the Sellers’ disagreement therewith (the “Objection NoticeStatement of Objections”) setting forth ). If the item or items disputed, its reasons in reasonable detail for such disputes and Sellers fail to deliver the adjustments which, in its opinion, should be made to Statement of Objections before the Closing Inventory Adjustment Amountexpiration of the Review Period, the Closing A/R Adjustment AmountWorking Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by the Sellers. If the Sellers deliver the Statement of Objections before the expiration of the Review Period, the Collected A/R Adjustment Amount and/or Buyer and the Rebate Amount in order to comply with the requirements of this Section ‎3.3. The Parties Sellers shall use reasonable efforts to meet and discuss negotiate in good faith the to resolve such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten sixty (1060) Business Days calendar days after the delivery of the Objection Notice Statement of Objections, or such other period as the Buyer and the Sellers may mutually agree (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Working Capital Statement or the Final Settlement Statement, as applicable, with such changes as may have been previously agreed in writing by the Buyer and Sellerthe Sellers, shall be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If Seller the Sellers and the Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice Statement of Objections before expiration of the Resolution Period, then they any amounts remaining in dispute (“Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall engage the Independent Accounting Firm and submit only the remaining disputed items be submitted for resolution to the office of FORVIS LLP or, if FORVIS LLP is unable to serve, the Buyer and the Sellers shall appoint by mutual agreement the office of an impartial, nationally recognized firm of independent certified public accountants other than Sellers’ accountants or Xxxxx’s accountants (the “Independent Accounting Firm for resolution. (1Accountant”) The Independent Accounting Firm shall act who, acting as experts and not arbiters and arbitrators, shall determine resolve the Disputed Amounts only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Post-Closing Inventory Adjustment, as the case may be, and the Closing Working Capital Statement, . The Independent Accountant shall only decide the Interim Settlement Statement or specific items under dispute by the Final Settlement Parties and its decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Working Capital Statement and the Closing Inventory Adjustment AmountStatement of Objections, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicablerespectively. (2iv) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) Accountant shall be borne paid by the Seller Sellers, on the one hand, and the Buyer or its Affiliates, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller the Sellers or the Buyer, respectively, bears to the aggregate amount actually contested by Seller Sellers and Buyer, with such fees and expenses to be paid to the . (v) The Independent Accounting Firm Accountant shall make a determination as soon as practicable within thirty (30) calendar days (or such other time as the Parties shall agree in writing) after its engagement, and its resolution of the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment Amount, Disputed Amounts and its adjustments to the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount Working Capital Statement and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) Post-Closing Adjustment shall be deemed agreed conclusive and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(ivhereto (absent manifest error or fraud), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreement.

Examination and Review. (i) Seller shall notify Buyer within thirty (30) days of After receipt of the Closing Inventory Adjustments Statement, the Interim Settlement Statement or the Final Settlement Statement Securityholders’ Agent shall have twenty (the applicable period, 20) Business Days (the “Review Period”), whether or not it accepts ) to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountAdjustments Statement. During the Review Period, Buyer the Securityholders’ Agent and its accountants shall provide all information, Books have reasonable access to the books and Records records of the Company and/or its accountants to the extent that Seller they relate to the Closing Adjustments Statement and to such historical financial information (or its designeeto the extent in Acquirer’s possession) and/or Sunningdale relating to the Closing Adjustments Statement as the Securityholders’ Agent may reasonably require to enable it to perform a reasonable analysis request for the purpose of reviewing the Closing Inventory Adjustment AmountAdjustments Statement and to prepare a Statement of Objections (as defined below), the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, that (a) such access shall be in a manner that does during Acquirer’s or the Company’s normal business hours (or such other times as the parties may agree), (b) the Company shall not be required to provide any access if (i) it would interfere with or disrupt in any material respect the normal business operations of Buyerthe Company, (ii) such materials are subject to attorney-client, attorney work-product or similar privilege or (iii) providing such access would violate any third-party confidentiality obligations to which the Company is bound or violate any applicable Law, and (c) the Securityholders’ Agent agrees to hold and treat all documents and other information obtained or provided in connection with such access pursuant to Section ‎5.2. (ii) If Seller desires On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period Period, the Securityholders’ Agent may object to the Closing Adjustments Statement by delivering to Acquirer a notice written statement setting forth its objections in writing reasonable detail, indicating each disputed item or amount and the basis for its disagreement therewith (the “Objection NoticeStatement of Objections”) setting forth ). If the item or items disputed, its reasons in reasonable detail for such disputes and Securityholders’ Agent fails to deliver the adjustments which, in its opinion, should be made to Statement of Objections before the Closing Inventory Adjustment Amountexpiration of the Review Period, the Closing A/R Adjustment AmountAdjustments Statement and the Post-Closing Adjustment, as the Collected A/R Adjustment Amount and/or case may be, reflected in the Rebate Amount in order Closing Adjustments Statement shall be deemed to comply with have been accepted by the requirements Securityholders’ Agent. If the Securityholders’ Agent delivers the Statement of this Section ‎3.3. The Parties Objections before the expiration of the Review Period, Acquirer and the Securityholders’ Agent shall use reasonable efforts to meet and discuss negotiate in good faith the to resolve such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten twenty (1020) Business Days days after the delivery of the Objection Notice Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Adjustments Statement or the Final Settlement Statement, as applicable, with such changes as may have been previously agreed in writing by Buyer Acquirer and SellerSecurityholders’ Agent, shall be final and binding. For Any and all negotiations with respect to the avoidance Statement of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, Objections or the Closing Inventory Statement, the Interim Settlement Adjustments Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed subject to have been accepted by Seller. Any portion Federal Rule of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, Evidence Rule 408 and such amounts shall be deemed agreed and binding upon the Partiesany similar state law. (iii) If Seller the Securityholders’ Agent and Buyer Acquirer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice Statement of Objections before expiration of the Resolution Period, then they any amounts remaining in dispute (the “Disputed Amounts”) shall engage be presented to an impartial and nationally recognized firm of independent certified public accountants (it being clarified that under no circumstances shall such independent accountant be affiliated or in conflict of interest with either party hereto) appointed mutually by Acquirer and the Securityholders’ Agent (and in the absence of agreement, either party may request that the American Arbitration Association shall nominate such independent accounting firm) (the “Independent Accounting Firm and submit only the remaining disputed items to the Independent Accounting Firm for resolution. (1Accountant”) The Independent Accounting Firm shall act who, acting as experts and not arbiters and arbitrators, shall determine resolve the Disputed Amounts only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Post-Closing Inventory Adjustment, as the case may be, and the Closing Adjustments Statement, . The parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountant shall only decide the Interim Settlement Statement or specific items under dispute by the Final Settlement parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Adjustments Statement and the Closing Inventory Adjustment AmountStatement of Objections, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicablerespectively. (2iv) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) Accountant shall be borne paid by the Seller Securityholders’ Agent (on behalf of the Indemnifying Parties), on the one hand, and Buyer by the Acquirer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller the Securityholders’ Agent or Buyerthe Acquirer, respectively, bears to the aggregate amount actually contested by Seller the Securityholders’ Agent and Buyer, with Acquirer. Any such fees and expenses to payable by the Securityholders’ Agent shall be paid from the Indemnifying Parties directly, in accordance with their respective Indemnity Pro Rata Share. Each party shall bear its own costs, including the fees and disbursements of its Representatives, incurred in connection with their preparation or review of calculation certificates and preparation or review of any statement hereunder. (v) The Independent Accountant shall be directed to the Independent Accounting Firm make a determination as soon as practicable and, in any event, within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment Amount, Disputed Amounts and their adjustments to the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount Adjustments Statement and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) Post-Closing Adjustment shall be deemed agreed conclusive and shall be binding upon the Partiesparties hereto. Within thirty (30) days following The resort to the day the Closing Inventory Adjustment Amount becomes binding upon the Parties Independent Accountant as provided in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall ‎1.11 will be made by wire transfer the sole recourse and remedy of immediately available funds the parties against one another or any other Person and the sole and exclusive method and procedure to an account designated by Buyer or Seller, as the case may beresolve any claim, in writing to Seller or Buyereach case, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to, any disputes arising out of or relating to adjustment of the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made Merger Consideration pursuant to this Section ‎3.3‎1.11, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion absent of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreementfraud or manifest error.

Examination and Review. (i) Seller shall notify Buyer within thirty (30) days of Examination. After receipt of the Closing Inventory Working Capital Statement, the Interim Settlement Statement or the Final Settlement Statement Seller shall have fifteen (the applicable period, 15) days (the “Review Period”), whether or not it accepts ) to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountWorking Capital Statement. During the Review Period, Seller and Seller’s Accountants shall have full access to the books and records of the Company, the personnel of, and work papers prepared by, Buyer shall provide all information, Books and/or Buyer’s Accountants to the extent that they relate to the Closing Working Capital Statement and Records that to such historical financial information (to the extent in Buyer’s possession) relating to the Closing Working Capital Statement as Seller (or its designee) and/or Sunningdale may reasonably require to enable it to perform a reasonable analysis request for the purpose of reviewing the Closing Inventory Adjustment AmountWorking Capital Statement and to prepare a Statement of Objections (defined below), the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, that such access shall be in a manner that does not interfere with the normal business operations of BuyerBuyer or the Company. (ii) If Seller desires Objection. On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a notice written statement setting forth Seller’s objections in writing reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Objection NoticeStatement of Objections”) setting forth ). If Seller fails to deliver the item or items disputed, its reasons in reasonable detail for such disputes and Statement of Objections before the adjustments which, in its opinion, should be made to expiration of the Closing Inventory Adjustment AmountReview Period, the Closing A/R Adjustment AmountWorking Capital Statement and the Post-Closing Adjustment, as the Collected A/R Adjustment Amount and/or case may be, reflected in the Rebate Amount in order Closing Working Capital Statement shall be deemed to comply with have been accepted by Seller. If Seller delivers the requirements Statement of this Section ‎3.3. The Parties Objections before the expiration of the Review Period, Buyer and Seller shall use reasonable efforts to meet and discuss negotiate in good faith the to resolve such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten fifteen (1015) Business Days days after the delivery of the Objection Notice Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Working Capital Statement or the Final Settlement Statement, as applicable, with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice before expiration of the Resolution Period, then they shall engage the Independent Accounting Firm and submit only the remaining disputed items to the Independent Accounting Firm for resolution. (1) The Independent Accounting Firm shall act as experts and not arbiters and shall determine only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable. (2) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) shall be borne by the Seller and Buyer based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) shall be deemed agreed and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreement.

Examination and Review. (i) Seller shall notify Buyer within thirty (30) days of receipt of Until such time as the Closing Inventory StatementAdjustment is agreed upon by the parties hereto, the Interim Settlement Company Equityholders and their accountants shall have full access to the books and records of Parentco and its Subsidiaries, the personnel of, and work papers prepared by, Parentco and/or Parentco’s accountants to the extent that they relate to the Closing Adjustment Statement or the Final Settlement Statement (the applicable periodlatest Updated Closing Adjustment Statement, the “Review Period”), whether or not it accepts the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. During the Review Period, Buyer shall provide all information, Books and Records that Seller (or its designee) and/or Sunningdale may reasonably require to enable it to perform a reasonable analysis of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as if applicable, and Buyer shall cause to be made available such historical financial information (to the services extent in Parentco’s possession) relating to the Closing Adjustment Statement or the latest Updated Closing Adjustment Statement, if applicable, as the Company Equityholders may reasonably request for the purpose of its employees as are reasonably necessary in order resolving any disputes with respect to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; Closing Adjustment, provided, that such access shall be in a manner that does not interfere with the normal business operations of BuyerParentco or its Subsidiaries. (ii) If Seller desires to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period a notice in writing (the “Objection Notice”) setting forth the item or items disputed, its reasons in reasonable detail for such disputes Parentco and the adjustments which, in its opinion, should be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount in order to comply with the requirements of this Section ‎3.3. The Parties shall use reasonable efforts to meet and discuss in good faith the objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten (10) Business Days after the delivery of the Objection Notice (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, with such changes as may have been agreed in writing by Buyer and Seller, shall be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If Seller and Buyer Company Equityholders fail to reach an agreement with respect to all the Closing Adjustment within 30 days after the Closing Date, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of an impartial nationally recognized firm of independent certified public accountants (which firm has not been used by Parentco, the Sponsor, the Company Equityholders or any of their respective Affiliates at any time within the prior 2-year period for any significant engagement) appointed by agreement of Parentco and the Company Equityholders (the “Independent Accountants”). Promptly following the appointment of the matters set forth in the Objection Notice before expiration of the Resolution PeriodIndependent Accountants, then they Pxxxxxxx shall engage the Independent Accounting Firm and submit only the remaining disputed items deliver to the Independent Accounting Firm Accountants a written statement of Parentco’s objections to the Closing Adjustment Statement or, if applicable, the latest Updated Closing Adjustment Statement provided to the Sponsor prior to the Closing, setting forth in reasonable detail each disputed item or amount and the basis for resolution. the Sponsor’s disagreement therewith (1) the “Statement of Objections”). The Independent Accounting Firm shall act Accountants, acting as experts and not arbiters and arbitrators, shall determine resolve the Disputed Amounts only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Closing Inventory StatementAdjustment and the Closing Adjustment Statement or, if applicable, the Interim Settlement latest Updated Closing Adjustment Statement that Parentco provided to the Sponsor prior to the Closing. The parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Adjustment Statement or the Final Settlement Statement and the latest Updated Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountStatement, as applicable. (2) Buyer , and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis Statement of the disputed items of the Closing Inventory Adjustment AmountObjections, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in replyrespectively. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and Accountants shall make a determination as soon as practicable within 30 days (or such other professional advisers. (4time as the parties hereto shall agree in writing) Promptly, but no later than thirty (30) days after their engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, Disputed Amounts and their adjustments to the Closing A/R Adjustment AmountStatement or the latest Updated Closing Adjustment Statement, the Collected A/R Adjustment Amount as applicable, and/or the Rebate Amount, as determined by the Independent Accounting Firm, Closing Adjustment shall be conclusively deemed conclusive and binding upon the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Partiesparties hereto. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes Accountants shall be paid by Parentco. (iii) Any actions permitted or required to be taken by Parentco pursuant to this Section ‎3.3(d)(iii) 2.07 after the Closing shall be borne taken only at the direction of the directors of Parentco (by majority vote) that were not appointed by the Seller and Buyer based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determinationCompany Equityholders. (iv) The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) shall be deemed agreed and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreement.

Examination and Review. (i) Seller shall notify Buyer within thirty (30) days of After receipt of the Closing Inventory Working Capital Statement, the Interim Settlement Statement or the Final Settlement Statement Sellers shall have 30 days (the applicable period, the “Review Period”), whether or not it accepts ) to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountWorking Capital Statement. During the Review Period, Buyer Sellers shall provide all information, Books have full access to the books and Records that Seller (or its designee) and/or Sunningdale may reasonably require to enable it to perform a reasonable analysis records of the Closing Inventory Adjustment AmountCompany and the Subsidiaries, the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer. (ii) If Seller desires to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment AmountCompany, or the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver Subsidiaries. On or prior to Buyer on or before the last day of the Review Period Period, Sellers may object to the Closing Working Capital Statement by delivering to Buyer a notice written statement setting forth Sellers’ objections in writing reasonable detail, indicating each disputed item or amount and the basis for Sellers’ disagreement therewith (the “Objection NoticeStatement of Objections”) setting forth ). If Sellers fail to deliver the item or items disputed, its reasons in reasonable detail for such disputes and Statement of Objections before the adjustments which, in its opinion, should be made to expiration of the Closing Inventory Adjustment AmountReview Period, the Closing A/R Adjustment AmountWorking Capital Statement and the Post-Closing Adjustment, as the Collected A/R Adjustment Amount and/or case may be, reflected in the Rebate Amount in order Closing Working Capital Statement shall be deemed to comply with have been accepted by Sellers. If Sellers deliver the requirements Statement of this Section ‎3.3. The Parties Objections before the expiration of the Review Period, Buyer and Sellers shall use reasonable efforts to meet and discuss negotiate in good faith the to resolve such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten (10) Business Days 30 days after the delivery of the Objection Notice Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Working Capital Statement or the Final Settlement Statement, as applicable, with such changes as may have been previously agreed in writing by Buyer and SellerSellers, shall be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If Seller Sellers and Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice Statement of Objections before expiration of the Resolution Period, then they any amounts remaining in dispute (“Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall engage be submitted for resolution to a mutually agreeable impartial nationally recognized firm of independent certified public accountants (the “Independent Accounting Firm and submit only the remaining disputed items to the Independent Accounting Firm for resolution. (1Accountant”) The Independent Accounting Firm shall act who, acting as experts and not arbiters and arbitrators, shall determine resolve the Disputed Amounts only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Post-Closing Inventory Adjustment, as the case may be, and the Closing Working Capital Statement, . The parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountant shall only decide the Interim Settlement Statement or specific items under dispute by the Final Settlement parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Working Capital Statement and the Closing Inventory Adjustment AmountStatement of Objections, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable. (2) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Partiesrespectively. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) Accountant shall be borne paid by Sellers, on the Seller one hand, and Buyer by Bxxxx, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller Sellers or Buyer, respectively, bears to the aggregate amount actually contested by Seller Sxxxxxx and Buyer. The Independent Accountant shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, with such fees and expenses to be paid their resolution of the Disputed Amounts and their adjustments to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount Working Capital Statement and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) Post-Closing Adjustment shall be deemed agreed conclusive and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreementparties hereto.

Examination and Review. (i) Seller shall notify Buyer within thirty (30) days of After receipt of the Closing Inventory Date Statement, the Interim Settlement Statement or the Final Settlement Statement Shareholder and his accountants and advisors shall have 30 days (the applicable period, the “"Closing Review Period”), whether or not it accepts ") to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountDate Statement. During the Closing Review Period, the Shareholder and the Company's accountants and advisors shall have full access to the books and records of the Company, the personnel of, and work papers prepared by, Buyer shall provide all information, Books and/or Buyer's accountants to the extent that they relate to the Closing Date Statement and Records that Seller to such historical financial information (or its designeeto the extent in Buyer's possession) and/or Sunningdale relating to the Closing Date Statement as the Shareholder may reasonably require to enable it to perform a reasonable analysis request for the purpose of reviewing the Closing Inventory Adjustment AmountDate Statement and to prepare a Closing Statement of Objections (as defined below), the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, that such access shall be in a manner that does not unreasonably interfere with the normal business operations of BuyerBuyer or the Company. (ii) If Seller desires On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Closing Review Period Period, the Shareholder may object to the Closing Date Statement by delivering to Buyer a notice in writing (the “Objection Notice”) written statement setting forth the Shareholder’s objections in reasonable detail, indicating each disputed item or items disputed, its reasons in reasonable detail for such disputes amount and the adjustments which, in its opinion, should be made basis for the disagreement therewith (the "Closing Statement of Objections"). If the Shareholder fails to deliver the Closing Inventory Adjustment AmountStatement of Objections before the expiration of the Closing Review Period, the Closing A/R Adjustment AmountDate Statement and the Post-Closing Adjustments shall be deemed to have been accepted by the Shareholder. If the Shareholder delivers the Closing Statement of Objections before the expiration of the Closing Review Period, Buyer and the Collected A/R Adjustment Amount and/or the Rebate Amount in order to comply with the requirements of this Section ‎3.3. The Parties Shareholder shall use reasonable efforts to meet and discuss negotiate in good faith the to resolve such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten (10) Business Days 30 days after the delivery of the Objection Notice Closing Statement of Objections (the “"Closing Resolution Period”"), and, if the same are so resolved within the Closing Resolution Period, the Post-Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Date Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, with such changes as may have been previously agreed in writing by Buyer and Sellerthe Shareholder, shall be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice before expiration of the Resolution Period, then they shall engage the Independent Accounting Firm and submit only the remaining disputed items to the Independent Accounting Firm for resolution. (1) The Independent Accounting Firm shall act as experts and not arbiters and shall determine only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make Shareholder are unable to resolve any adjustments items in dispute relating to the Closing Inventory StatementStatement within 30 days after the date of Buyer’s receipt of the Closing Statement of Objections (or such other period as the Parties may agree), the Interim Settlement Statement Buyer and the Shareholder shall submit the dispute to a mutually acceptable independent public accounting firm that is not currently performing services (and has not within the previous 5 years performed services) for Buyer or the Final Settlement Statement Shareholder or the Company (the “Independent Accountant”), to resolve all items remaining in dispute, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable. (2) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required such determination by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, Accountant shall be conclusively deemed the Closing Inventory Adjustment Amountfinal, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by binding and conclusive on the Parties. The fees and expenses of Independent Accountant, in undertaking the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) shall be borne by the Seller and Buyer based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer, with such fees and expenses tasks to be paid performed by it as provided herein, shall act as an expert and not as an arbitrator. Buyer and the Shareholder may present to the Independent Accounting Firm within thirty Accountant their respective positions regarding the dispute (30) days after provided that, for greater certainty, such presentations are limited to matters described in the Closing Statement of Objections ), and each of the Buyer and the Shareholder shall have the right to present additional documents, materials and other information, and make an oral presentation to the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment AmountAccountant, regarding such dispute and the Closing A/R Adjustment AmountIndependent Accountant shall consider such additional documents, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) materials and other information and such oral presentation. Any such other documents, materials or other information shall be deemed agreed copied to each of Buyer and the Shareholder and each of Buyer and the Shareholder shall be binding upon entitled to attend any such oral presentation. The parties shall use commercially reasonable efforts to cause the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds Independent Accountant to an account designated by Buyer or Seller, as the case may be, complete its work and render its determination in writing to Seller or Buyer, as applicable. Within thirty (30) within 30 calendar days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreementits engagement.

Examination and Review. (i) Seller shall notify Buyer within thirty (30) days of EXAMINATION. After receipt of the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement Seller Representative shall have 30 days (the applicable period, the “"Review Period”), whether or not it accepts ") to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountStatement. During the Review Period, the Seller Representative and Seller's accountants are to be afforded full access to the books and records of the Company, the personnel of, and work papers prepared by, Buyer shall provide all information, Books and/or Buyer's Accountants to the extent that they relate to the Closing Statement and Records that to such historical financial information (to the extent in Buyer's possession) relating to the Closing Statement as the Seller (or its designee) and/or Sunningdale Representative may reasonably require to enable it to perform a reasonable analysis request for the purpose of reviewing the Closing Inventory Adjustment AmountStatement and to prepare a Statement of Objections (defined below), the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, that such access shall be in a manner that does not unreasonably interfere with the normal business operations of Buyer. Buyer or the Company. (ii) If Seller desires OBJECTION. On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period Period, the Seller Representative may object to the Closing Statement by delivering to Buyer a notice in writing (the “Objection Notice”) written statement setting forth the Seller Representative's objections in reasonable detail, indicating each disputed item or items disputed, its reasons in reasonable detail for such disputes amount and the adjustments which, in its opinion, should be made to basis for the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount in order to comply with the requirements of this Section ‎3.3. The Parties shall use reasonable efforts to meet and discuss in good faith the objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten (10) Business Days after the delivery of the Objection Notice Seller Representative's disagreement therewith (the “Resolution Period”"Statement of Objections"), and, if . If the same are so resolved within the Resolution Period, the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, with such changes as may have been agreed in writing by Buyer and Seller, shall be final and binding. For the avoidance of doubt, if Seller Representative fails to deliver the Objection Notice Statement of Objections before the expiration of the Review Period, the Closing Inventory Statement, Statement and the Interim Settlement Statement or the Final Settlement StatementPost-Closing Adjustment, as applicablethe case may be, and reflected in the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement Statement shall be deemed to have been accepted by Sellerthe Seller Representative. Any portion If the Seller Representative delivers the Statement of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of Objections before the expiration of the Resolution Review Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice before expiration of the Resolution Period, then they shall engage the Independent Accounting Firm and submit only the remaining disputed items to the Independent Accounting Firm for resolution. (1) The Independent Accounting Firm shall act as experts and not arbiters and shall determine only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable. (2) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) shall be borne by the Seller and Buyer based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) Representative shall be deemed agreed and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties negotiate in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreement.15

Examination and Review. (i) Seller shall notify Buyer within thirty (30) days of After receipt of the Closing Inventory Working Capital Statement, the Interim Settlement Statement or the Final Settlement Statement Seller shall have 30 days (the applicable period, the “Review Period”), whether or not it accepts ) to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountWorking Capital Statement. During the Review Period, Buyer Seller and Seller’s Accountants shall provide all information, have full access to the Books and Records of the Company, the personnel of, and work papers prepared by, Buyer and/or Buyer’s Accountants to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in Buyer’s possession) relating to the Closing Working Capital Statement as Seller (or its designee) and/or Sunningdale may reasonably require to enable it to perform a reasonable analysis request for the purpose of reviewing the Closing Inventory Adjustment AmountWorking Capital Statement and to prepare a Statement of Objections (defined below), the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, that such access shall be in a manner that does not interfere with the normal business operations of BuyerBuyer or the Company. (ii) If Seller desires On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a notice written statement setting forth Seller’s objections in writing reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Objection NoticeStatement of Objections”) setting forth ). If Seller fails to deliver the item or items disputed, its reasons in reasonable detail for such disputes and Statement of Objections before the adjustments which, in its opinion, should be made to expiration of the Closing Inventory Adjustment AmountReview Period, the Closing A/R Adjustment AmountWorking Capital Statement and the Post-Closing Adjustment, as the Collected A/R Adjustment Amount and/or case may be, reflected in the Rebate Amount in order Closing Working Capital Statement shall be deemed to comply with have been accepted by Seller. If Seller delivers the requirements Statement of this Section ‎3.3. The Parties Objections before the expiration of the Review Period, Buyer and Seller shall use reasonable efforts to meet and discuss negotiate in good faith the to resolve such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten (10) Business Days 30 days after the delivery of the Objection Notice Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Working Capital Statement or the Final Settlement Statement, as applicable, with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice Statement of Objections before expiration of the Resolution Period, then they any amounts remaining in dispute (“Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall engage the Independent Accounting Firm and submit only the remaining disputed items be submitted for resolution to the office of PricewaterhouseCoopers LLP (“PWC”) or, if PWC is unable to serve, Buyer and Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Seller’s Accountants or Buyer’s Accountants (the “Independent Accounting Firm for resolution. (1Accountant”) The Independent Accounting Firm shall act who, acting as experts and not arbiters and arbitrators, shall determine resolve the Disputed Amounts only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Post-Closing Inventory Adjustment, as the case may be, and the Closing Working Capital Statement, . The parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountant shall only decide the Interim Settlement Statement or specific items under dispute by the Final Settlement parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Working Capital Statement and the Closing Inventory Adjustment AmountStatement of Objections, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicablerespectively. (2iv) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) Accountant shall be borne paid by Seller, on the Seller one hand, and Buyer by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determination. (ivv) The Closing Inventory Adjustment AmountIndependent Accountant shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount Working Capital Statement and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) Post-Closing Adjustment shall be deemed agreed conclusive and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreementparties hereto.

Examination and Review. (i) Seller shall notify Buyer within thirty (30) days of After receipt of the Closing Inventory Working Capital Statement, the Interim Settlement Statement or the Final Settlement Statement Stockholder Representative shall have 45 days (the applicable period, the “Review Period”), whether or not it accepts ) to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountWorking Capital Statement. During the Review Period, Buyer Stockholder Representative and Stockholder Representative’s accountants shall provide all informationhave full access to the books and records of the Company, Books the personnel of, and Records work papers prepared by, Parent and/or Parent’s accountants to the extent that Seller (or its designee) and/or Sunningdale they relate to the Closing Working Capital Statement and to such historical financial information relating to the Closing Working Capital Statement as Stockholder Representative may reasonably require to enable it to perform a reasonable analysis request for the purpose of reviewing the Closing Inventory Adjustment AmountWorking Capital Statement and to prepare a Statement of Objections (defined below), the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, provided that such access shall be in a manner that does not interfere with the normal business operations of BuyerParent or the Surviving Corporation. (ii) If Seller desires Objection. On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period Period, Stockholder Representative may object to the Closing Working Capital Statement by delivering to Parent a notice written statement setting forth Stockholder Representative’s objections in writing reasonable detail, indicating each disputed item or amount and the basis for Stockholder Representative’s disagreement therewith (the “Objection NoticeStatement of Objections”) setting forth ). If Stockholder Representative fails to deliver the item or items disputed, its reasons in reasonable detail for such disputes and Statement of Objections before the adjustments which, in its opinion, should be made to expiration of the Closing Inventory Adjustment AmountReview Period, the Closing A/R Adjustment AmountWorking Capital Statement and the Post-Closing Adjustment, as the Collected A/R Adjustment Amount and/or case may be, reflected in the Rebate Amount in order Closing Working Capital Statement shall be deemed to comply with have been accepted by Stockholder Representative. If Stockholder Representative delivers the requirements Statement of this Section ‎3.3. The Parties Objections before the expiration of the Review Period, Parent and Stockholder Representative shall use reasonable efforts to meet and discuss negotiate in good faith the to resolve such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten (10) Business Days 30 days after the delivery of the Objection Notice Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Working Capital Statement or the Final Settlement Statement, as applicable, with such changes as may have been previously agreed in writing by Buyer Parent and SellerStockholder Representative, shall be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice before expiration of the Resolution Period, then they shall engage the Independent Accounting Firm and submit only the remaining disputed items to the Independent Accounting Firm for resolution. (1) The Independent Accounting Firm shall act as experts and not arbiters and shall determine only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable. (2) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) shall be borne by the Seller and Buyer based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) shall be deemed agreed and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreement.

Examination and Review. (i) Seller shall notify Buyer within thirty (30) days of After receipt of the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement Seller shall have forty-five (the applicable period, 45) days (the “Review Period”), whether or not it accepts ) to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountStatement. During the Review Period, Buyer Seller shall provide all information, have reasonable access to the Books and Records that Seller (or its designee) and/or Sunningdale may reasonably require to enable it to perform a reasonable analysis of the Closing Inventory Adjustment AmountBusiness, the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicablepersonnel of, and work papers prepared by, Buyer shall cause and/or Buyer’s accountants, and such historical financial information of the Business (to be made available the services of its employees extent in Buyer’s possession) as are is reasonably necessary in order to provide review the above mentioned information to Seller (or its designee) and/or Sunningdale; providedClosing Statement, provided , that such access shall be at Seller’s expense, during normal business hours, upon reasonable advance notice to Buyer and in a manner that does not interfere with the normal business operations of Buyer. (ii) If Seller desires On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period Period, Seller may object to the Closing Statement by delivering to Buyer a notice written statement setting forth Seller’s objections in writing reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Objection NoticeStatement of Objections”) setting forth ). If Seller fails to deliver the item or items disputed, its reasons in reasonable detail for such disputes and Statement of Objections to Buyer before the adjustments which, in its opinion, should be made to expiration of the Closing Inventory Adjustment AmountReview Period, the Closing A/R Adjustment AmountWorking Capital reflected in the Closing Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections to Buyer before the expiration of the Review Period, the Collected A/R Adjustment Amount and/or the Rebate Amount in order to comply with the requirements of this Section ‎3.3. The Parties Buyer and Seller shall use reasonable efforts to meet and discuss negotiate in good faith the to resolve such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten thirty (1030) Business Days days after the delivery of the Objection Notice Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Closing Inventory Adjustment Amount, Working Capital reflected in the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding. For binding on the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Partiesparties hereto. (iii) If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice Statement of Objections before expiration of the Resolution Period, then they any amounts or items remaining in dispute (“Disputed Amounts”) shall engage the Independent Accounting Firm and submit only the remaining disputed items be submitted by either Seller or Buyer for resolution to the Independent Accounting Firm for resolution. (1) The Independent Accounting Firm shall act as experts and not arbiters and shall determine only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by office of an impartial nationally recognized firm of independent certified public accountants mutually acceptable to Buyer and Seller (the “Independent Accountant ”) who, acting as of expert and not arbitrator, shall resolve the time of engagement of the Independent Accounting Firm Disputed Amounts only and make any adjustments to the Closing Inventory Working Capital reflected in the Closing Statement, . The Independent Accountant shall only decide the Interim Settlement Statement or specific items under dispute by the Final Settlement parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Statement and the Closing Inventory Adjustment AmountStatement of Objections, respectively. All expenses and fees of the Closing A/R Adjustment AmountIndependent Accountant and the administrative costs of the proceeding, including reasonable fees and costs, shall be borne by Buyer, on the Collected A/R Adjustment Amount and/or one hand, and Seller, on the Rebate Amountother hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as applicable. (2) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required determined by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in replyAccountant. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) PromptlyAccountant shall make a determination as soon as practicable, but in no event later than thirty (30) days (or such other time as the parties hereto shall agree in writing) after its engagement, and the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their Accountant’s resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, Disputed Amounts and its adjustments to the Closing A/R Adjustment Amount, Working Capital set forth in the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, Closing Statement shall be conclusively deemed the Closing Inventory Adjustment Amountfinal, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees conclusive and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) shall be borne by the Seller and Buyer based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) shall be deemed agreed and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller parties hereto and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full their respective successors and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreementassigns, and (3) Buyer may, upon written notice not subject to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreementcollateral attack for any reason absent manifest error or fraud.

Examination and Review. (i) Seller After receipt of the Closing Statement, Equityholder Representative shall notify Buyer within have thirty (30) days of receipt of the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement (the applicable period, the “Adjustment Review Period”), whether or not it accepts ) to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountStatement. During the Adjustment Review Period, Buyer Equityholder Representative and Target’s Accountants shall provide all informationhave full access during normal business hours to the relevant books and records of the Surviving Company, Books the personnel of, and Records work papers prepared by, the Surviving Company and/or Purchaser’s Accountants to the extent that Seller they relate to the Closing Statement and to such historical financial information (or its designeeto the extent in Surviving Company’s possession) and/or Sunningdale relating to the Closing Statement as Equityholder Representative may reasonably require to enable it to perform a reasonable analysis request for the purpose of reviewing the Closing Inventory Statement and preparing an Adjustment Amount, the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services Statement of its employees as are reasonably necessary in order to provide the above mentioned information to Seller Objections (or its designee) and/or Sunningdale; provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyerdefined below). (ii) If Seller desires On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Adjustment Review Period Period, Equityholder Representative may object to the Closing Statement by delivering to Purchaser a notice written statement setting forth Equityholder Representative’s objections in writing reasonable detail, indicating each disputed item or amount and the basis for Equityholder Representative’s disagreement therewith (the “Objection NoticeAdjustment Statement of Objections”) setting forth ). If Equityholder Representative fails to deliver the item or items disputed, its reasons in reasonable detail for such disputes and Adjustment Statement of Objections before the adjustments which, in its opinion, should be made to expiration of the Closing Inventory Adjustment AmountReview Period, the Closing A/R Adjustment AmountStatement, the Collected A/R Adjustment Amount and/or and the Rebate Amount other calculations reflected in order the Closing Statement shall be deemed to comply with have been accepted by Equityholder Representative. If Equityholder Representative delivers the requirements Adjustment Statement of this Section ‎3.3. The Parties Objections before the expiration of the Adjustment Review Period, Purchaser and Equityholder Representative shall use commercially reasonable efforts to meet and discuss in good faith the negotiate a resolution of such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten (10) Business Days 30 days after the delivery of the Objection Notice Adjustment Statement of Objections (the “Adjustment Resolution Period”), and, if the same are so resolved within the Adjustment Resolution Period, the Closing Inventory Adjustment AmountAdjustment, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount Statement and the calculations reflected in the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, with such changes as may have been previously agreed in writing by Buyer Purchaser and SellerEquityholder Representative, shall be final and binding. For Equityholder Representative and Purchaser may mutually agree in writing to extend the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration term of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If Seller Equityholder Representative and Buyer Purchaser fail to reach an agreement with respect to all of the matters set forth in the Objection Notice Adjustment Statement of Objections before expiration of the Adjustment Resolution Period, then they any amounts remaining in dispute (“Adjustment Disputed Amounts”) shall engage be submitted for resolution to an impartial firm of independent certified public accountants mutually selected by Purchaser and Equityholder Representative, other than Target’s Accountants or Purchaser’s Accountants (the “Independent Accounting Firm and submit only the remaining disputed items to the Independent Accounting Firm for resolution. (1Accountants”) The Independent Accounting Firm shall act who, acting as experts and not arbiters and arbitrators, shall determine only those items (on the basis of the Closing Inventory Statement, Adjustment Statement of Objections and this Agreement) resolve the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm Adjustment Disputed Amounts only and make any adjustments to the Adjustment and the Closing Inventory Statement, . The parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the Interim Settlement Statement or specific items under dispute by the Final Settlement parties and their decision for each Adjustment Disputed Amount must be within the range of values assigned to each such item in the Closing Statement and the Closing Inventory Adjustment AmountStatement of Objections, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicablerespectively. (2iv) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees Fees and expenses of the Independent Accounting Firm incurred Accountants shall be paid 50% by the Equityholder Representative from the Equityholder Representative Holdback Amount (or, if insufficient funds remain in connection with the Equityholder Representative Holdback Amount, directly by the Stockholders and Optionholders) and 50% by Purchaser. (v) The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the Purchaser and Equityholder Representative shall agree in writing) after their engagement, and their resolution of disputes the Adjustment Disputed Amounts and their adjustments to the Closing Statement, Adjustment and/or the other calculations set forth in the Closing Statement shall be conclusive and binding upon the parties hereto. (vi) Any payment of the Adjustment shall be due within the time periods set forth below after the calculations set forth in the Closing Statement become final and binding in accordance with clauses (ii) — (v) above. Any amount payable to the Stockholders pursuant to this Section ‎3.3(d)(iii2.07(c)(ii) shall be borne by paid to them (via wire transfer of immediately available funds, using the Seller same payment instructions that were used in making payments to them pursuant to Section 2.05(b)) pro-rata pursuant to each Stockholder’s respective Participating Percentage within five (5) Business Days after the calculations set forth in the Closing Statement become final and Buyer based upon the percentage that the binding in accordance with clauses (ii) — (v) above. Any amount actually contested but not awarded to Seller or Buyer, respectively, bears payable to the aggregate amount actually contested by Seller and Buyer, with such fees and expenses Optionholders pursuant to Section 2.07(c)(ii) shall be paid to the Independent Accounting Firm Target’s payroll provider designee within thirty five (305) days Business Days after the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment Amount, calculations set forth in the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) shall be deemed agreed Statement become final and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with clauses (ii) — (v) above, and thereafter promptly remitted by such payroll provider to the provisions of this Optionholders pro-rata pursuant to each Optionholder’s respective Participating Percentage. If any amount is due to Purchaser pursuant to Section ‎3.3(d)(iv2.07(c)(ii), then (A) Purchaser and the Equityholder Representative shall first jointly instruct the Escrow Agent to disburse such Closing Inventory Adjustment Amount amount (which shall be made satisfied first in cash and second, to the extent insufficient cash remains in the Escrow Fund, in Escrow Shares or Exchange Property, as applicable) from the Escrow Fund, and (B) to the extent that any amounts remain due following such disbursement in accordance with clause (A), within the five (5) Business Day period after the calculations set forth in the Closing Statement become final and binding in accordance with clauses (i)-(v) above, such remaining amounts shall be paid by the Stockholders and Optionholders by wire transfer of immediately available funds to an such account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price directed by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services AgreementPurchaser.

Examination and Review. (i) Seller shall notify Buyer within thirty (30) days of After receipt of the Closing Inventory Working Capital Statement, the Interim Settlement Statement or the Final Settlement Statement Ferro will have 30 days (the applicable period, the “Review Period”), whether or not it accepts ) to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountWorking Capital Statement. During the Review Period, Buyer shall provide all informationSellers and their accountants will have reasonable access during normal business hours to the relevant books and records of Buyers, Books the personnel of, and Records work papers prepared by, Buyers and Buyers’ Accountants to the extent that Seller they relate to the Closing Working Capital Statement and to such historical financial information (or its designeeto the extent in Buyers’ possession) and/or Sunningdale relating to the Closing Working Capital Statement as Sellers may reasonably require to enable it to perform a reasonable analysis request for the purpose of reviewing the Closing Inventory Adjustment AmountWorking Capital Statement and to prepare a Statement of Objections, the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, provided that such access shall will be in a manner that does not interfere with the Buyers’ normal business operations of Buyeroperations. (ii) If Seller desires On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period Period, Sellers may object to the Closing Working Capital Statement by delivering to Buyers a notice written statement setting forth Sellers’ objections in writing reasonable detail, indicating each disputed item or amount and the basis for Buyers’ disagreement (the “Objection Notice”) setting forth the item or items disputed, its reasons in reasonable detail for such disputes and the adjustments which, in its opinion, should be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount in order to comply with the requirements Statement of this Section ‎3.3. The Parties shall use reasonable efforts to meet and discuss in good faith the objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten (10) Business Days after the delivery of the Objection Notice (the “Resolution PeriodObjections”), and, if the same are so resolved within the Resolution Period, the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, with such changes as may have been agreed in writing by Buyer and Seller, shall be final and binding. For the avoidance of doubt, if Seller fails If Sellers fail to deliver the Objection Notice a Statement of Objections before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Working Capital Statement or the Final Settlement Statement, as applicable, and the Post-Closing Inventory Adjustment Amount, reflected in the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall Working Capital Statement will be deemed to have been accepted by SellerSellers. Any portion If Sellers delivers a Statement of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of Objections before the expiration of the Review Period, Buyers and Sellers will negotiate in good faith to resolve such objections within 30 days after the delivery of the Statement of Objections (the “Resolution Period”). If all objections set forth in the Statement of Objections are resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such amounts shall changes as Buyers and Sellers may agree in writing during the Resolution Period will be deemed agreed final and binding upon the Partiesbinding. (iii) If Seller Sellers and Buyer Buyers fail to reach an agreement with respect to all of the matters set forth in the Objection Notice Statement of Objections before expiration of the Resolution Period, then they shall engage any amounts remaining in dispute (“Disputed Amounts,” and any amounts not so disputed, the Independent Accounting Firm and submit only the remaining disputed items “Undisputed Amounts”) will be submitted for resolution to the Cleveland, Ohio office of Xxxxx Xxxxxxxx LLP or, if Xxxxx Xxxxxxxx LLP is unable to serve, Buyers and Sellers will appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Sellers’ accountants or Buyers’ Accountants (the “Independent Accounting Firm for resolution. (1Accountants”) The Independent Accounting Firm shall act who, acting as experts and not arbiters and shall determine arbitrators, will resolve the Disputed Amounts only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Post-Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable. (2) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) shall be borne by the Seller and Buyer based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) shall be deemed agreed and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or SellerAdjustment, as the case may be, and the Closing Working Capital Statement. The Independent Accountants will only decide the specific items under dispute by the Parties and their decision for each Disputed Amount must be equal to one of the values assigned to such item in writing to Seller the Closing Working Capital Statement and the Statement of Objections, respectively. The Independent Accountants will make a determination as soon as practicable within 30 days (or Buyersuch other time as the Parties may agree in writing) after their engagement, as applicable. Within thirty (30) days following and their resolution of the day the Collected A/R Adjustment Amount with respect Disputed Amounts and their adjustments to the Interim Payment Date becomes Closing Working Capital Statement and the Post-Closing Adjustment will be conclusive and binding upon the Parties Parties. Buyers on the one hand and Sellers on the other hand will pay 50% of the fees and expenses of the Independent Accountants. (iv) Except as otherwise provided in accordance this Agreement, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, will (A) be due within five Business Days of the provisions of date on which the Post-Closing Adjustment is finally determined pursuant to this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty 3.02; and (30B) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an such account designated as is directed by Buyer Buyers or SellerSellers, as the case may be, . The amount of any Post-Closing Adjustment will bear interest from and including the Closing Date to and including the date of payment at a rate per annum equal to the prime rate as published in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall Wall Street Journal in effect on the date of such payment. Such interest will be paid by wire transfer calculated daily on the basis of immediately available funds to an account designated by Buyer in writing to Seller a 365 day year and (z) the Rebate Amount shall be paid by wire transfer actual number of immediately available funds to an account designated by Seller in writing to Buyerdays elapsed. Any payments The Parties will treat any payment made pursuant to this Section ‎3.3, shall be treated 3.02 as an adjustment to the Purchase Price by the Parties for Tax purposes, purposes unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services AgreementLaw.

Examination and Review. (i) Seller shall notify Buyer within thirty (30) days of Upon receipt of the Post-Closing Inventory Working Capital Statement or the Connecticut Earn-Out Statement, the Interim Settlement Statement or the Final Settlement Statement Company Board shall have 30 days (the applicable period, the “Review Period”) to review such Post-Closing Working Capital Statement or the Connecticut Earn-Out Statement. If the Company Board has accepted such Post-Closing Working Capital Statement or the Connecticut Earn-Out Statement in writing or have not given written notice to the Parent setting forth any objection of the Company Board to such Post-Closing Working Capital Statement or the Connecticut Earn-Out Statement, as the case may be (a “Statement of Objections”), whether or not it accepts the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. During the Review Period, Buyer shall provide all information, Books and Records that Seller (or its designee) and/or Sunningdale may reasonably require to enable it to perform a reasonable analysis of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer. (ii) If Seller desires to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period a notice in writing (the “Objection Notice”) setting forth the item or items disputed, its reasons in reasonable detail for such disputes and the adjustments which, in its opinion, should be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount in order to comply with the requirements of this Section ‎3.3. The Parties shall use reasonable efforts to meet and discuss in good faith the objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten (10) Business Days after the delivery of the Objection Notice (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the then such Post-Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Working Capital Statement or the Final Settlement Connecticut Earn-Out Statement, as applicable, with such changes as the case may have been agreed in writing by Buyer and Sellerbe, shall be final and bindingbinding upon the parties. In the event that the Company Board timely delivers a Statement of Objections, the Parent and the Company Board shall negotiate in good faith to resolve any objection within 30 days following the receipt by the Parent of the Statement of Objections (the “Negotiation Period”). The Statement of Objections shall reasonably explain any objection to the Post-Closing Working Capital Statement or the Connecticut Earn-Out Statement and the amounts or line items thereof as to which the Company Board disagrees (collectively, the “Objected Items”) and to the extent then known to the Company Managers shall include the Dollar amount of each such objection and the Company Board’s proposed calculation of each such amount. The Company Board shall provide reasonable supporting documentation for each Objected Item concurrently with the delivery of the Statement of Objections. Except for Objected Items, the Company Board shall be deemed to have accepted all other amounts contained in the Post-Closing Working Capital Statement or the Connecticut Earn-Out Statement, and all such amounts shall be considered final and binding for all purposes hereunder. If, during the Negotiation Period, the Company Board and the Parent agree in writing upon any of the Objected Items, the amounts so determined shall no longer be considered to be Objected Items and will be final and binding on the parties for all purposes hereunder. If the Parent and the Company Board are unable to reach an agreement in writing on any Objected Item on or before the last day of the Negotiation Period, then the Parent or the Company Board may submit such matter to the Accounting Referee, and if so submitted, the Parent and the Company Board shall execute such engagement letter or other agreements as reasonably requested by the Accounting Referee. (ii) The parties shall instruct the Accounting Referee (A) to only consider the Objected Items on which the Company Board and the Parent have not reached an agreement in writing, (B) to make his determination taking into account the principles and definitions set forth in this Agreement and Schedule A, as applicable, including the definitions of Net Working Capital, Debt, and Connecticut Earn-Out contained herein, and (C) to resolve all outstanding Objected Items within 20 days after receipt of the Statement of Objections, or as soon as practicable thereafter, D) to base his determination solely on the presentations to be made by the Parent and the Company Board that are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review) and (E) not to assign a value to any item greater than the greatest value for such item claimed by either the Parent or the Company Board or less than the smallest value for such item claimed by either the Parent or the Company Board. The resolution of the dispute by the Accounting Referee shall be final, binding and non-appealable on the parties hereto, absent manifest error. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, Accounting Referee shall act as applicable, an expert and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Partiesan arbitrator. (iii) If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice before expiration of the Resolution Period, then they shall engage the Independent Accounting Firm and submit only the remaining disputed items to the Independent Accounting Firm for resolution. (1) The Independent Accounting Firm shall act as experts and not arbiters and shall determine only those items on the Post-Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Working Capital Statement and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, Connecticut Earn-Out Statement as applicable. (2) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required agreed to by the Independent Accounting Firm to enable it to perform a reasonable analysis Company Board and the Parent (including if no Statement of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted Objections is given to the Independent Accounting Firm; and (iiiParent within the Review Period) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, or as determined by the Independent Accounting Firm, Referee is referred to herein as the “Final Closing Statement” and (A) the Net Working Capital set forth on such Final Closing Statement shall be conclusively deemed the final Net Working Capital (the “Final Net Working Capital”), (B) the Debt set forth on such Final Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) Statement shall be borne by deemed the Seller final Closing Debt (the “Final Closing Debt”), and Buyer based upon (C) the percentage that Connecticut Earn-Out set forth on such Final Closing Statement shall be deemed the amount actually contested but not awarded to Seller or Buyer, respectively, bears to final Connecticut Earn-Out (the aggregate amount actually contested by Seller and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determination“Final Connecticut Earn-Out”). (iv) The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) Merger Consideration shall be deemed agreed and adjusted by an amount equal to the net increase or decrease to the Merger Consideration (the “Net Adjustment”) as a result of the following: (A) If the Final Net Working Capital includes less than $500,000 in cash, then the amount by which the Final Net Working Capital consists of less than $500,000 in cash shall be binding upon retained by Parent in cash from the Parties. Within thirty Working Capital Holdback and the Final Net Working Capital shall be increased by that amount; (30B) days following If the day Final Net Working Capital, after adjustment for the Closing Inventory Adjustment Amount becomes binding upon cash shortfall, as described in (A), above, is less than the Parties Target Net Working Capital, then the amount of such difference shall be retained by the Parent from the Working Capital Holdback and the Merger Consideration shall be reduced accordingly, and the balance, if any, of the Working Capital Holdback shall be paid in accordance with Section 2.03(b)(v) below to the provisions parties in the percentages listed on Exhibit A; (C) If the Final Net Working Capital is more than the Target Net Working Capital, but includes less than $500,000 in cash, then (i) the amount by which the Final Net Working Capital consists of this Section ‎3.3(d)(ivless than $500,000 in cash shall be retained by the Parent from the Working Capital Holdback and added to the Final Net Working Capital, and (ii) the amount that the Final Net Working Capital, as increased by the amount of cash retained by Parent from the Working Capital Holdback determined in accordance with clause (i) of subsection 2.03(b)(iv)(A), such Closing Inventory Adjustment Amount is in excess of the Target Working Capital shall be made added to the Share Consideration based upon the five day VWAP on the date of the Net Adjustment final determination, and the balance, if any, of the Working Capital Holdback shall be distributed in accordance with Section 2.03(b)(v) below, to the parties in the percentages listed on Exhibit A; and (D) If the Final Closing Debt is greater than zero, then the Final Closing Debt shall be deducted from the Cash Payment of the Merger Consideration or, if the Cash Payment has already been distributed, then from the Working Capital Holdback or the Indemnity Holdback, at Parent’s option. (v) If the Net Adjustment results in an increase to the Merger Consideration, then such amount shall be added to the Merger Consideration, and within three Business Days following the determination of the Net Adjustment, the Parent shall pay the balance remaining to be paid on the Net Adjustment to the parties in the percentages listed on Exhibit A in GTI Shares representing the increase based upon the GTI Share price equal to the five day VWAP on the date of the Net Adjustment determination. If the Net Adjustment results in a decrease to the Merger Consideration, then such amount shall be retained by the Parent from the Working Capital Holdback and, if the Working Capital Holdback is insufficient, then the remainder shall be a set off from the Connecticut Earn-Out. Within three Business Days following the determination of the Net Adjustment, the Parent shall first deduct and retain the balance remaining to be paid on the Net Adjustment from the Working Capital Holdback and immediately thereafter disburse to the parties in the percentages listed on Exhibit A any remaining balance in the Working Capital Holdback, if any, by wire transfer of immediately available funds to an account accounts designated on Exhibit A. (vi) The costs and expenses of the Accounting Referee shall be borne by Buyer or Sellerthe Company, as on the case may beone hand, and the Parent, on the other hand, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect proportion to the Interim Payment Date becomes binding upon difference between the Parties in accordance with Accounting Referee’s determination of the provisions of this Section ‎3.3(d)(iv)Net Adjustment and the Net Adjustment claimed by the Parent and the Company Members. For example, such Collected A/R if it is the Parent’s position that the Net Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amountis $300, the Collected A/R Company Members’ position is that the Net Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement$100, and the Accounting Referee’s finding is that the Net Adjustment is $150, then the Parent shall pay 75% (3300-150 / 300-100) Buyer may, upon written notice to Seller, deduct of such amounts, including any accrued fees and unpaid interest thereon, from payments owed by Buyer to Seller under expenses and the Transitional Services AgreementCompany Members shall pay 25% (150-100 / 300-100) of such fees and expenses.

Examination and Review. (i) Seller After receipt of the Closing Working Capital Statement, the Sellers’ Representative shall notify Buyer within have thirty (30) days of receipt of the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement (the applicable period, the “Review Period”), whether or not it accepts ) to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountWorking Capital Statement. During the Review Period, the Sellers’ Representative and Sellers’ Accountants shall have full access to the books and records of the Companies and their Subsidiaries, the personnel of, and work papers prepared by, Buyer shall provide all information, Books and/or Buyer’s accountants to the extent that they relate to the Closing Working Capital Statement and Records that Seller to such historical financial information (or its designeeto the extent in Buyer’s possession) and/or Sunningdale relating to the Closing Working Capital Statement as the Sellers’ Representative may reasonably require to enable it to perform a reasonable analysis request for the purpose of reviewing the Closing Inventory Adjustment AmountWorking Capital Statement and to prepare a Statement of Objections (defined below), the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer, the Companies or their Subsidiaries. (ii) If Seller desires On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period Period, the Sellers’ Representative may object to the Closing Working Capital Statement by delivering to Buyer a notice written statement setting forth the Sellers’ Representative’s objections in writing reasonable detail, indicating each disputed item or amount and the basis for the Sellers’ Representative’s disagreement therewith (the “Objection NoticeStatement of Objections”) setting forth ). If the item or items disputed, its reasons in reasonable detail for such disputes and Sellers’ Representative fails to deliver the adjustments which, in its opinion, should be made to Statement of Objections before the Closing Inventory Adjustment Amountexpiration of the Review Period, the Closing A/R Adjustment AmountWorking Capital Statement and the Post-Closing Adjustment, as the Collected A/R Adjustment Amount and/or case may be, reflected in the Rebate Amount in order Closing Working Capital Statement shall be deemed final and to comply with have been accepted by the requirements Sellers’ Representative. If the Sellers’ Representative delivers the Statement of this Section ‎3.3. The Parties Objections before the expiration of the Review Period, Buyer and the Sellers’ Representative shall use reasonable efforts to meet and discuss negotiate in good faith the to resolve such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten thirty (1030) Business Days days after the delivery of the Objection Notice Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Working Capital Statement or the Final Settlement Statement, as applicable, with such changes as may have been previously agreed in writing by Buyer and Sellerthe Sellers’ Representative, shall be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If Seller the Sellers’ Representative and Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice Statement of Objections before expiration of the Resolution Period, then they any amounts remaining in dispute (“Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall engage the Independent Accounting Firm and submit only the remaining disputed items be submitted for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Buyer and the Sellers’ Representative shall appoint by mutual agreement the office of an impartial nationally or regionally recognized firm of independent certified public accountants other than the Companies’ accountants or Buyers’ accountants (the “Independent Accounting Firm for resolution. (1Accountant”) The Independent Accounting Firm shall act who, acting as experts and not arbiters and arbitrators, shall determine resolve the Disputed Amounts only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Post-Closing Inventory Adjustment, as the case may be, and the Closing Working Capital Statement, . The parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountant shall only decide the Interim Settlement Statement or specific items under dispute by the Final Settlement parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Working Capital Statement and the Closing Inventory Adjustment AmountStatement of Objections, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicablerespectively. (2iv) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) Accountant shall be borne paid by the Seller Sellers, on the one hand, and Buyer by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller the Sellers (through the Sellers’ Representative) or Buyer, respectively, bears to the aggregate amount actually contested by Seller the Sellers (through the Sellers’ Representative) and Buyer, with such fees and expenses to be paid to the . (v) The Independent Accounting Firm Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment Amount, Disputed Amounts and their adjustments to the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount Working Capital Statement and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) Post-Closing Adjustment shall be deemed agreed conclusive and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreementparties hereto.

Examination and Review. (i) Seller shall notify Buyer within thirty (30) days of After receipt of the Closing Inventory Working Capital Statement, the Interim Settlement Statement or the Final Settlement Statement Quiksilver will have 90 days (the applicable period, the “Review Period”), whether or not it accepts ) to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountWorking Capital Statement. During the Review Period, Quiksilver and Quiksilver’s accountants shall have reasonable access to the books and records of the Company, the personnel of, and work papers prepared by, Buyer shall provide all information, Books and/or Buyer’s accountants to the extent that they relate to the Closing Working Capital Statement and Records that Seller to such historical financial information (to the extent in Buyer’s or its designeethe Company’s possession) and/or Sunningdale relating to the Closing Working Capital Statement as Quiksilver may reasonably require to enable it to perform a reasonable analysis request for the purpose of reviewing the Closing Inventory Adjustment AmountWorking Capital Statement and to prepare a Statement of Objections (defined below), the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, provided that such access shall be in a manner that does not interfere with the normal business operations of BuyerBuyer or the Company. (ii) If Seller desires On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period Period, Quiksilver may object to the Closing Working Capital Statement by delivering to Buyer a notice in writing written statement setting forth Quiksilver’s objections, indicating the disputed items or amounts and the basis for Quiksilver’s disagreement therewith (the “Objection NoticeStatement of Objections”) setting forth ). If Quiksilver fails to deliver the item or items disputed, its reasons in reasonable detail for such disputes and Statement of Objections before the adjustments which, in its opinion, should be made to expiration of the Closing Inventory Adjustment AmountReview Period, the Closing A/R Adjustment AmountWorking Capital Statement and the Post-Closing Adjustment, as the Collected A/R Adjustment Amount and/or case may be, reflected in the Rebate Amount in order Closing Working Capital Statement shall be deemed to comply with have been accepted by Quiksilver. If Quiksilver delivers the requirements Statement of this Section ‎3.3. The Parties Objections before the expiration of the Review Period, Buyer and Quiksilver shall use reasonable efforts to meet and discuss negotiate in good faith the to resolve such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten (10) Business Days 30 days after the delivery of the Objection Notice Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Working Capital Statement or the Final Settlement Statement, as applicable, with such changes as may have been previously agreed in writing by Buyer and SellerQuiksilver, shall be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, Any item or amount contained in the Closing Inventory StatementWorking Capital Statement to which no dispute is raised in the Statement of Objections will be final, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed conclusive and binding upon on the Partiesparties. (iii) If Seller Quiksilver and Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice Statement of Objections before expiration of the Resolution Period, then they any amounts remaining in dispute (“Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall engage be submitted for resolution to an impartial nationally recognized firm of independent certified public accountants, other than Quiksilver’s accountants or Buyer’s accountants, appointed by mutual agreement of Buyer and Quiksilver (the “Independent Accounting Firm and submit only the remaining disputed items to the Independent Accounting Firm for resolution. (1Accountants”) The Independent Accounting Firm shall act who, acting as experts and not arbiters and arbitrators, shall determine resolve the Disputed Amounts only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Post-Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable. (2) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) shall be borne by the Seller and Buyer based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) shall be deemed agreed and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or SellerAdjustment, as the case may be, and the Closing Working Capital Statement. The parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in writing the Closing Working Capital Statement and the Statement of Objections, respectively. (iv) Quiksilver shall pay a portion of the fees and expenses of the Independent Accountants equal to Seller or Buyer100% multiplied by a fraction, as applicable. Within thirty (30) days following the day numerator of which is the Collected A/R Adjustment Amount with respect amount of Disputed Amounts submitted to the Interim Payment Date becomes Independent Accountants that are resolved in favor of Buyer (that being the difference between the Independent Accountants’ determination and Quiksilver’s determination) and the denominator of which is the total amount of Disputed Amounts submitted to the Independent Accountants (that being the sum total by which Buyer’s determination and Quiksilver’s determination differ from the determination of the Independent Accountants). Buyer shall pay that portion of the fees and expenses of the Independent Accountants that Quiksilver is not required to pay hereunder. (v) The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the Parties in accordance with parties hereto. (vi) Except as otherwise provided herein, any payment of the provisions of this Section ‎3.3(d)(iv), such Collected Post-Closing Adjustment shall (A/R Adjustment Amount shall ) be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), due (x) within five Business Days of acceptance of the applicable Closing A/R Adjustment Amount shall Working Capital Statement or (y) if there are Disputed Amounts, then within five Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to an such account designated as is directed by Buyer or SellerQuiksilver, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreement.

Examination and Review. (ia) Seller shall notify Buyer within thirty (30) days of After receipt of the PolyMet Closing Inventory Permitted Expenses Statement, the Interim Settlement Statement or the Final Settlement Statement Teck US shall have 30 days (the applicable period, the “"Teck Review Period”), whether or not it accepts ") to review the PolyMet Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountPermitted Expenses Statement. During the Teck Review Period, Buyer Teck US shall provide all informationhave full access to the Records and Data and personnel of, Books and Records working papers prepared by, JVCo to the extent that Seller they relate to the PolyMet Closing Permitted Expenses Statement and to such historical financial information (or its designeeto the extent in JVCo's possession) and/or Sunningdale relating to the PolyMet Closing Permitted Expenses Statement as Teck US may reasonably require request for the purpose of reviewing the PolyMet Closing Permitted Expenses Statement and to enable it to perform prepare a reasonable analysis Teck Statement of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or SunningdaleObjections; provided, provided that such access shall be in a manner that does not interfere with the normal business operations of BuyerJVCo. (iib) If Seller desires to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day After receipt of the Review Period a notice in writing Teck Closing Permitted Expenses Statement, JVCo shall have 30 days (the “Objection Notice”"PolyMet Review Period") setting forth to review the item or items disputed, its reasons in reasonable detail for such disputes and Teck Closing Permitted Expenses Statement. During the adjustments which, in its opinion, should be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount in order to comply with the requirements of this Section ‎3.3. The Parties shall use reasonable efforts to meet and discuss in good faith the objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten (10) Business Days after the delivery of the Objection Notice (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, with such changes as may have been agreed in writing by Buyer and Seller, shall be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the PolyMet Review Period, JVCo shall have full access to the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicableRecords and Data and personnel of, and the Closing Inventory Adjustment Amountworking papers prepared by, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed Teck US to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice before expiration of the Resolution Period, then they shall engage the Independent Accounting Firm and submit only the remaining disputed items to the Independent Accounting Firm for resolution. (1) The Independent Accounting Firm shall act as experts and not arbiters and shall determine only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable. (2) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) shall be borne by the Seller and Buyer based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) shall be deemed agreed and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion they relate to the Teck Closing Permitted Expenses Statement and to such historical financial information (to the extent in Teck US's possession) relating to the Teck Closing Permitted Expenses Statement as JVCo may reasonably request for the purpose of reviewing the Teck Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid Permitted Expenses Statement and to Buyer in accordance with this Section ‎3.3(d)(iv), (1) prepare a PolyMet Statement of Objections; provided that such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) access shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under in a manner that does not interfere with the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreementnormal business operations of Teck US.

Examination and Review. (i) Seller shall notify Buyer within thirty (30) days of After receipt of the Closing Inventory Earn-out Statement, the Interim Settlement Statement or the Final Settlement Statement Seller shall have twenty (20) days (the applicable period, the “Earn-out Review Period”), whether or not it accepts ) to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountEarn-out Statement. During the Earn-out Review Period, Buyer Seller shall provide all information, have reasonable access to the Books and Records that Seller (or its designee) and/or Sunningdale may reasonably require to enable it to perform a reasonable analysis of the Closing Inventory Adjustment AmountBusiness, the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicablepersonnel of, and work papers prepared by, Buyer shall cause and/or Buyer’s accountants, and such historical financial information of the Business (to be made available the services of its employees extent in Buyer’s possession) as are is reasonably necessary in order to provide review the above mentioned information to Seller (or its designee) and/or Sunningdale; Earn-out Statement, provided, that such access shall be at Seller’s expense, during normal business hours, upon reasonable advance notice to Buyer and in a manner that does not interfere with the normal business operations of Buyer. (ii) If Seller desires On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Earn-out Review Period a notice in writing (the “Objection Notice”) setting forth the item or items disputedPeriod, its reasons in reasonable detail for such disputes and the adjustments which, in its opinion, should be made Seller may object to the Closing Inventory Adjustment AmountEarn-out Statement by delivering to Buyer a Statement of Objections with respect to any disputed items in the Earn-out Statement. If Seller fails to deliver the Statement of Objections to Buyer before the expiration of the Earn-out Review Period, the Closing A/R Adjustment AmountEarn-out Calculation reflected in the Earn-out Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections to Buyer before the expiration of the Earn-out Review Period, the Collected A/R Adjustment Amount and/or the Rebate Amount in order to comply with the requirements of this Section ‎3.3. The Parties Buyer and Seller shall use reasonable efforts to meet and discuss negotiate in good faith the to resolve such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten thirty (1030) Business Days days after the delivery of the Objection Notice Statement of Objections (the “Earn-out Resolution Period”), and, if the same are so resolved within the Earn-out Resolution Period, the Closing Inventory Adjustment Amount, Earn-out Calculation reflected in the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Earn-out Statement or the Final Settlement Statement, as applicable, with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding. For binding on the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Partiesparties hereto. (iii) If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice Statement of Objections before expiration of the Earn-out Resolution Period, then they any amounts or items remaining in dispute (“Earn-out Disputed Amounts”) shall engage the Independent Accounting Firm and submit only the remaining disputed items be submitted by either Seller or Buyer for resolution to the Independent Accounting Firm for resolution. (1) The Independent Accounting Firm shall act Accountant who, acting as experts expert and not arbiters and arbitrator, shall determine resolve the Earn-out Disputed Amounts only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Closing Inventory Earn-out Calculation reflected in the Earn-out Statement, . The Independent Accountant shall only decide the Interim Settlement Statement or specific items under dispute by the Final Settlement parties and their decision for each Earn-out Disputed Amount must be within the range of values assigned to each such item in the Earn-out Statement and the Closing Inventory Adjustment AmountStatement of Objections, respectively. All expenses and fees of the Closing A/R Adjustment AmountIndependent Accountant and the administrative costs of the proceeding, including reasonable fees and costs, shall be borne by Buyer, on the Collected A/R Adjustment Amount and/or one hand, and Seller, on the Rebate Amountother hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as applicable. (2) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required determined by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in replyAccountant. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) PromptlyAccountant shall make a determination as soon as practicable, but in no event later than thirty (30) days (or such other time as the parties hereto shall agree in writing) after its engagement, and the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their Accountant’s resolution of the disputed items, which shall include Earn-out Disputed Amounts and its adjustments to the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, Earn-out Calculation set forth in the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, Earn-out Statement shall be conclusively deemed the Closing Inventory Adjustment Amountfinal, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees conclusive and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) shall be borne by the Seller and Buyer based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) shall be deemed agreed and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller parties hereto and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full their respective successors and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreementassigns, and (3) Buyer may, upon written notice not subject to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreementcollateral attack for any reason absent manifest error or fraud.

Examination and Review. (i) If Seller shall notify disputes any matter or item set forth in the Buyer Closing Statement, Seller may, within thirty (30) 30 days of after receipt of the Buyer Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement (the applicable period, the “Review Period”), whether or not it accepts the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. During the Review Period, Buyer shall provide all information, Books and Records that Seller (or its designee) and/or Sunningdale may reasonably require to enable it to perform a reasonable analysis of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer. (ii) If Seller desires to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day a written statement of the Review Period a notice in writing such disputes (the “Objection NoticeStatement of Objections”) setting forth ). If Seller does not deliver the item Statement of Objections within such 30-day period, or items disputed, its reasons if Seller otherwise accepts and agrees in reasonable detail for such disputes and writing that the adjustments which, in its opinion, should be made to the Buyer Closing Inventory Adjustment AmountStatement is final, the Buyer Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount in order to comply with the requirements of this Section ‎3.3. The Parties shall use reasonable efforts to meet and discuss in good faith the objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten (10) Business Days after the delivery of the Objection Notice (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, with such changes as may have been agreed in writing by Buyer and Seller, shall be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion Buyer and Seller shall use good faith efforts to jointly resolve such disputes within 30 days after Buyer’s receipt of the Closing Inventory Adjustment AmountStatement of Objections, the Closing A/R Adjustment Amountwhich resolution, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant if achieved, shall be binding upon all parties to this Section ‎3.3(d)(ii) shall be paid by Agreement and not subject to dispute or judicial review. If Buyer and Seller or Buyercannot resolve such disputes to their mutual satisfaction within such 30-day period, as the case may beBuyer and Seller shall, within the following ten days, jointly engage Resolution Economics LLC (10the “Independent Accountant”) Business Days to review the Buyer Closing Statement together with the Seller’s Statement of Objections and any other relevant documents. The Independent Accountant shall calculate the expiration of Final Working Capital, Final Cash, Final Indebtedness and Final Transaction Expenses, using the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth items included in the Objection Notice before expiration of the Resolution Period, then they shall engage the Independent Accounting Firm and submit only the remaining disputed items to the Independent Accounting Firm for resolution. (1) The Independent Accounting Firm shall act as experts and Buyer Closing Statement that are not arbiters and shall determine only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as and shall make its own determination of any item that is disputed by Buyer and Seller, but otherwise in accordance with the time Accounting Principles and the provisions of engagement this Agreement; provided, however, that in no event shall any such determination by the Independent Accountant for any disputed item be outside the range of such item set forth in the Buyer Closing Statement and the Statement of Objections. The determination of the Independent Accounting Firm and make any adjustments to the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable. (2) Buyer and Seller Accountant shall provide be accompanied by a certificate of the Independent Accountant that its determination was prepared in accordance with the Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm Principles and this Agreement with respect to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in replysuch dispute. The Independent Accounting Firm may, if it reasonably considers it necessary to reach Accountant shall report its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller conclusions as to their resolution such disputes and its determination of the disputed itemsFinal Working Capital, which shall include Final Cash, Final Indebtedness Final Transaction Expenses, and the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes Purchase Price thereon pursuant to this Section ‎3.3(d)(iii) 2.04 no later than 30 days after it is engaged by Buyer and Seller, which determination shall be borne by the Seller and Buyer based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) shall be deemed agreed and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant conclusive on all parties to this Section ‎3.3, shall be treated as an adjustment Agreement and not subject to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreementfurther dispute or judicial review.

Examination and Review. (i) After receipt of the Closing Statement, the Stockholder Representative shall have thirty (30) days (the “Review Period”) to review the Closing Statement. During the Review Period, the Stockholder Representative and the Stockholder Representative’s accountants shall have reasonable access, during reasonable business hours and upon reasonable prior written notice, to the personnel of Parent or the Ultimate Surviving Corporation to the extent they were involved in the preparation of the Closing Statement and the books and records of the Company to the extent that they relate to the Closing Statement for the purpose of reviewing the Closing Statement. (ii) On or prior to the last day of the Review Period, the Stockholder Representative may object to the Closing Statement by delivering to Parent a written statement setting forth the Stockholder Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for the Stockholder Representative’s disagreement therewith and including an alternative calculation of the Cash, Closing Date Indebtedness, Seller Expenses and/or the Closing Working Capital, as the case may be (the “Statement of Objections”). If a Statement of Objections is delivered by the Stockholder Representative pursuant to this Section 2.14(e)(ii), the Stockholder Representative shall notify Buyer be deemed to have agreed with all items and amounts set forth in the Closing Statement which are not specified as disputed in such Statement of Objections and all such items and amounts, together with any Undisputed Amounts, shall be deemed to be final and binding on the parties to this Agreement. If the Stockholder Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Statement shall be deemed to have been accepted by the Stockholder Representative. If the Stockholder Representative delivers the Statement of Objections before the expiration of the Review Period, Parent and the Stockholder Representative shall negotiate in good faith to resolve such objections within thirty (30) days of receipt of the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement (the applicable period, the “Review Period”), whether or not it accepts the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. During the Review Period, Buyer shall provide all information, Books and Records that Seller (or its designee) and/or Sunningdale may reasonably require to enable it to perform a reasonable analysis of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer. (ii) If Seller desires to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period a notice in writing (the “Objection Notice”) setting forth the item or items disputed, its reasons in reasonable detail for such disputes and the adjustments which, in its opinion, should be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount in order to comply with the requirements of this Section ‎3.3. The Parties shall use reasonable efforts to meet and discuss in good faith the objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten (10) Business Days after the delivery of the Objection Notice Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, with such changes as may have been previously agreed in writing by Buyer Parent and Seller, the Stockholder Representative shall be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If Seller the Stockholder Representative and Buyer Parent fail to reach an agreement with respect to all of the matters set forth in the Objection Notice Statement of Objections before expiration of the Resolution Period, then they any amounts remaining in dispute (“Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall engage be submitted for resolution to an impartial nationally recognized firm of independent certified public accountants appointed by mutual agreement of Parent and the Stockholder Representative (the “Independent Accounting Firm and submit only the remaining disputed items to the Independent Accounting Firm for resolution. (1Accountants”) The Independent Accounting Firm shall act who, acting as experts and not arbiters and arbitrators, shall determine resolve the Disputed Amounts only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Post-Closing Inventory Adjustment, as the case may be, and the Closing Statement, in each case, as required to comply with the Interim Settlement Statement or provisions of this Agreement. The parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the Final Settlement specific items under dispute by the parties, based solely on presentations by Parent and the Stockholder Representative and not by independent review and in a manner consistent with this Section 2.14 and the Agreed Accounting Principles, and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Statement and the Closing Inventory Adjustment AmountStatement of Objections, respectively. Parent and the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable. (2) Buyer and Seller shall provide Stockholder Representative will use their commercially reasonable efforts to cause the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm Accountants to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of issue their written representations at determination regarding the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) shall be borne by the Seller and Buyer based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm Disputed Amounts within thirty (30) days after such items are submitted for review. The determination of the Independent Accounting Firm’s determinationAccountants will be final, binding and conclusive upon the parties hereto absent manifest error, and Parent will revise the Closing Statement to reflect such determination upon receipt thereof. (iv) The Closing Inventory Adjustment Amount, All fees and expenses relating to the Closing A/R Adjustment Amount, engagement of the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) Independent Accountants shall be deemed agreed allocated between the Stockholder Representative and shall be binding upon the Parties. Within thirty Parent so that (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (xi) the Closing A/R Adjustment Amount Stockholder Representative’s share of such fees and expenses (which shall be paid by wire transfer the Stockholder Representative out of immediately available funds the Expense Fund) shall be equal to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, product of (yA) the Collected A/R Adjustment Amount shall be paid aggregate amount of such fees and expenses, multiplied by wire transfer (B) a fraction, the numerator of immediately available funds to an account designated which is the aggregate Disputed Amounts ultimately unsuccessfully disputed by Buyer in writing to Seller the Stockholder Representative (as determined by the Independent Accountants), and the denominator of which is the aggregate Disputed Amounts, and (zii) Parent shall pay the Rebate Amount shall be paid by wire transfer balance of immediately available funds to an account designated by Seller in writing to Buyersuch fees and expenses. Any payments made pursuant to this Section ‎3.3For example, shall be treated as an adjustment to if the Purchase Price by Stockholder Representative challenges the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion calculation of the Closing Inventory Adjustment AmountWorking Capital by $100,000, but the Independent Accountants determines that the Stockholder Representative has a valid claim for only $30,000, the Closing A/R Adjustment Amount, Stockholder Representative will bear 70% of the Collected A/R Adjustment Amount and/or fees and expenses of the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) Independent Accountants and Parent will bear the other 30% of such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full fees and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreementexpenses.

Examination and Review. (i) Seller shall notify Buyer within thirty (30) days of After receipt of the Closing Inventory Working Capital Statement, the Interim Settlement Statement or the Final Settlement Statement Pxxxx shall have 30 days (the applicable period, the “Review Period”), whether or not it accepts ) to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountWorking Capital Statement. During the Review Period, Pxxxx and Pxxxx’x accountants shall have full access to the books and records of the Companies, the personnel of, and work papers prepared by, Buyer, Parent and the accountants of each to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in the possession of Buyer shall provide all information, Books and Records that Seller (or its designeeParent) and/or Sunningdale relating to the Closing Working Capital Statement as Pxxxx may reasonably require to enable it to perform a reasonable analysis request for the purpose of reviewing the Closing Inventory Adjustment AmountWorking Capital Statement and to prepare a Statement of Objections (defined below), the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer, Parent or the Companies. (ii) If Seller desires On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period Period, Pxxxx may object to the Closing Working Capital Statement by delivering to Buyer a notice written statement setting forth Pxxxx’x objections in writing reasonable detail, indicating each disputed item or amount and the basis for Pxxxx’x disagreement therewith (the “Objection NoticeStatement of Objections”) setting forth ). If Pxxxx fails to deliver the item or items disputed, its reasons in reasonable detail for such disputes and Statement of Objections before the adjustments which, in its opinion, should be made to expiration of the Closing Inventory Adjustment AmountReview Period, the Closing A/R Adjustment AmountWorking Capital Statement and the Post-Closing Adjustment, as the Collected A/R Adjustment Amount and/or case may be, reflected in the Rebate Amount in order Closing Working Capital Statement shall be deemed to comply with have been accepted by Pxxxx. If Pxxxx delivers the requirements Statement of this Section ‎3.3. The Parties Objections before the expiration of the Review Period, Buyer and Pxxxx shall use reasonable efforts to meet and discuss negotiate in good faith the to resolve such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten (10) Business Days 30 days after the delivery of the Objection Notice Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Working Capital Statement or the Final Settlement Statement, as applicable, with such changes as may have been agreed in writing by Buyer and SellerPxxxx, shall be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If Seller Pxxxx and Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice Statement of Objections before expiration of the Resolution Period, then they any amounts remaining in dispute (“Disputed Amounts”) shall engage be submitted for resolution to an impartial firm of independent certified public accountants appointed by Buyer and Pxxxx (the “Independent Accounting Firm and submit only the remaining disputed items to the Independent Accounting Firm for resolution. (1Accountant”) The Independent Accounting Firm shall act who, acting as experts and not arbiters and arbitrators, shall determine resolve the Disputed Amounts only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Post-Closing Inventory Adjustment, as the case may be, and the Closing Working Capital Statement, . The parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountant shall only decide the Interim Settlement Statement or specific items under dispute by the Final Settlement parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Working Capital Statement and the Closing Inventory Adjustment AmountStatement of Objections, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicablerespectively. (2iv) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) Accountant shall be borne paid by Pxxxx and Camden in equal amounts, on the Seller one hand, and Buyer by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller Pxxxx and Camden or Buyer, respectively, bears to the aggregate amount actually contested by Seller Pxxxx and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determination. (ivv) The Closing Inventory Adjustment AmountIndependent Accountant shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount Working Capital Statement and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) Post-Closing Adjustment shall be deemed agreed conclusive and shall be binding upon the Parties. Within thirty parties hereto. (30vi) days following Except as otherwise provided herein, any payment of the day the Post-Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall (A) be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), due (x) within five Business Days of acceptance of the applicable Closing A/R Adjustment Amount shall Working Capital Statement or (y) if there are Disputed Amounts, then within five Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to an such account designated or accounts as is directed by Buyer or SellerPxxxx, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreement.

Examination and Review. (iFollowing the Closing, each Party shall give the other Party(ies) and any accountants and authorized representatives of such other Party(ies) access, as may be reasonably requested from time to time by such other Party(ies) to the extent reasonably necessary, to the books, records and personnel of the Seller shall notify Buyer and the Business relating to periods on or prior to the Closing Date for the sole purpose of preparing, reviewing and resolving any disputes relating to the calculation of the Actual Working Capital. If the Seller disagrees with the Buyer’s determination of the Actual Working Capital, the Seller shall, within thirty (30) days of after receipt of the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement (the applicable period, the “Review Period”), whether or not it accepts the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. During the Review Period, Buyer shall provide all information, Books and Records that Seller (or its designee) and/or Sunningdale may reasonably require to enable it to perform a reasonable analysis Buyer’s determination of the Closing Inventory Adjustment AmountActual Working Capital, notify the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer. (ii) If Seller desires to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period a notice in writing of such disagreement (the “Objection Notice”) setting forth the item or items disputed, its reasons in reasonable detail for such disputes describing the nature of the disagreement asserted), and the adjustments which, in its opinion, should be made to Buyer and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount in order to comply with the requirements of this Section ‎3.3. The Parties Seller thereafter shall use reasonable efforts to meet and discuss negotiate in good faith to resolve any such disagreements. If the objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten (10) Business Days after the delivery of the Objection Notice (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount Buyer and the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, with Seller are unable to resolve any such changes as may have been agreed in writing by Buyer and Seller, shall be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, disagreements within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice before expiration of the Resolution Period, then they shall engage the Independent Accounting Firm and submit only the remaining disputed items to the Independent Accounting Firm for resolution. (1) The Independent Accounting Firm shall act as experts and not arbiters and shall determine only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable. (2) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagementthe Seller delivers the foregoing notice of disagreement, the Buyer and the Seller shall submit any amounts remaining in dispute (the “Disputed Amounts”) to an impartial and mutually agreed upon accounting firm of regional reputation other than the Parent’s, the Seller’s or the Buyer’s accountants (the “Independent Accounting Firm shall deliver a written report to Firm”) for resolution within thirty (30) days. Buyer and Seller as to their resolution of the disputed itemsshall execute, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined if requested by the Independent Accounting Firm, a reasonable engagement letter, including customary indemnification provisions in favor of the Independent Accounting Firm. Buyer and Seller shall direct the Independent Accounting Firm to render a determination in writing as promptly as practicable and in any event within 30 days after its retention and the Parties shall cooperate with the Independent Accounting Firm during its engagement and make available the records and workpapers reasonably necessary for its review. The Independent Accounting Firm shall only review the Disputed Amounts and in no event shall the decision of the Independent Accounting Firm provide for a calculation of any Disputed Amount that is less than the lowest value for such Disputed Amount claimed by the Buyer or the Seller, as applicable, or greater than the largest amount for such Disputed Amount claimed by the Buyer or the Seller, as applicable. The Independent Accounting Firm shall only consider those items and amounts in the Disputed Amounts that the Seller and the Buyer identify as being items and amounts that remain in dispute between the Seller and the Buyer. The Independent Accounting Firm’s determination of any disputed item shall be conclusively deemed based solely on written materials submitted by the Closing Inventory Adjustment Amount, Seller or the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount Buyer (or by in person telephonic conferences if mutually agreed by the PartiesSeller, the Buyer and the Independent Accounting Firm) and not by independent review. The resolution of the Disputed Amounts and the determination of the Actual Working Capital by the Independent Accounting Firm shall be final and binding on the Parties and may be entered as a final judgment in any court of competent jurisdiction. If the Seller does not notify the Buyer in writing of a disagreement with the Buyer’s determination of the Actual Working Capital within thirty (30) days after the Buyer’s delivery thereof, then the Buyer’s calculations thereof shall be final and binding on the Parties and may be entered as a final judgment in any court of competent jurisdiction. The first date upon which the Actual Working Capital has been definitively determined pursuant to this Section 1.6(d) shall be referred to herein as the “Determination Date”. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) shall be borne fifty percent (50%), by the Seller Parties (jointly and Buyer based upon severally), on the percentage that one hand, and fifty percent (50%) by the amount actually contested but not awarded to Seller or Buyer, respectively, bears to on the aggregate amount actually contested by Seller and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determinationother hand. (iv) The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) shall be deemed agreed and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreement.

Examination and Review. (i) After receipt of the Closing Working Capital Statement, the Seller Stockholder Representative shall have thirty (30) days (the “Review Period”) to review the Closing Working Capital Statement. During such Review Period, the Seller Stockholder Representative and its accountants shall have reasonable access to the books and records (via electronic means to the extent available) of the Business, as the Seller Stockholder Representative may reasonably request for the purpose of reviewing the Closing Working Capital Statement, to the extent that they relate to the Closing Working Capital Statement, and Buyer and Seller shall notify make available its employees and outside accountants knowledgeable about the information used in, and the preparation of, the Closing Working Capital Statement, (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege, protect any proprietary or confidential information unrelated to the Business, or comply with third-party confidentiality obligations); provided, however, that such access does not unreasonably disrupt the normal operations of the business of Buyer or Seller. Any dispute regarding whether access was reasonable will be resolved by the Accountant and shall be final and binding. (ii) On or prior to the last day of the Review Period, the Seller Stockholder Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth the Seller Stockholder Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If the Seller Stockholder Representative fails to deliver such Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Adjustment Amount, as the case may be, reflected in the Closing Working Capital Statement prepared by Buyer shall be deemed to have been accepted by the Seller Stockholder Representative. If the Seller Stockholder Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and the Seller Stockholder Representative shall negotiate in good faith to resolve such objections within thirty (30) days of receipt of the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement (the applicable period, the “Review Period”), whether or not it accepts the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. During the Review Period, Buyer shall provide all information, Books and Records that Seller (or its designee) and/or Sunningdale may reasonably require to enable it to perform a reasonable analysis of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer. (ii) If Seller desires to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period a notice in writing (the “Objection Notice”) setting forth the item or items disputed, its reasons in reasonable detail for such disputes and the adjustments which, in its opinion, should be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount in order to comply with the requirements of this Section ‎3.3. The Parties shall use reasonable efforts to meet and discuss in good faith the objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten (10) Business Days after the delivery of the Objection Notice Statement of Objections (the “Objection Resolution Period”), and, if the same are so resolved within the Objection Resolution Period, the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Working Capital Statement or the Final Settlement Statement, as applicable, with such changes as may have been previously agreed in writing by Buyer and Sellerthe Seller Stockholder Representative, shall be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If the Seller Stockholder Representative and Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice Statement of Objections before expiration of the Resolution Period, then they shall engage the Independent Accounting Firm and submit only the any amounts remaining disputed items in dispute (“Disputed Amounts”) may be referred by either Party to the Independent Accounting Firm Accountant (as selected and defined pursuant to Section 2.12) for resolution, and the determination of the Accountant shall be final and binding upon all Parties, and the fees and expenses of the Accountant shall be paid fifty percent (50%) by the Seller Stockholder Representative (solely on behalf of the Seller Stockholders) and fifty percent (50%) by Buyer. (1iv) The Independent Accounting Firm shall act as experts and not arbiters and Accountant shall determine only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by remaining in dispute between Buyer and the Seller as of Stockholder Representative, and its determination with respect to any amount shall not be more favorable to Buyer than the time of engagement of the Independent Accounting Firm and make any adjustments amount thereof shown in Buyer’s calculations nor more favorable to the Closing Inventory Statement, Seller Stockholder Representative than the Interim Settlement Statement or amount thereof shown in the Final Settlement Statement and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable. (2) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes Stockholder Representative’s calculations delivered pursuant to this Section ‎3.3(d)(iii) 2.9. The Accountant shall be borne by the Seller and Buyer based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm make a determination as soon as practicable within thirty (30) days (or such other time as the Accountant may reasonably require or as the Parties shall agree in writing) after their engagement, and shall provide its reasonable basis for its determination, and, absent fraud or manifest error, its resolution of the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment Amount, Disputed Amounts and adjustments to the Closing A/R Adjustment Amount, Working Capital Statement and/or the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) shall be deemed agreed conclusive and shall be binding upon the Parties. Within thirty Each of Buyer and the Seller Stockholder Representative shall (30A) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance enter into a customary engagement letter with the provisions Accountant at the time such dispute is submitted to the Accountant and otherwise cooperate with the Accountant, (B) have the opportunity to submit a written statement in support of this Section ‎3.3(d)(iv)their respective positions with respect to such disputed items, to provide supporting material to the Accountant in defense of their respective positions with respect to such Closing Inventory disputed items and to submit a written statement and supporting material responding to the other Party’s position with respect to such disputed items and (C) subject to customary confidentiality and indemnity agreements, provide the Accountant with access to their respective books, records, personnel and representatives and such other information as the Accountant may require in order to render its determination. There shall be no ex parte communications between either Party and the Accountant. (v) Except as otherwise provided herein, any payment of the Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyerwithout interest, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer within ten (10) business days of acceptance of the applicable Closing Working Capital Statement, or if there are Disputed Amounts then within ten (10) business days of the resolution described in accordance with this Section ‎3.3(d)(iv), clause (1iv) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreementabove.

Examination and Review. Following the Closing, each Party shall give the other Party and any accountants and authorized representatives of such other Party reasonable access during normal business hours, as may be reasonably requested from time to time by such other Party if, and to the extent, reasonably necessary, to the personnel (ito the extent involved in the preparation of the Closing Statement) and to the books and records of the Company and the Business relating to periods on or prior to the Closing Date for the sole purpose of preparing, reviewing and resolving any disputes relating to the calculation of any of the amounts set forth on the Closing Balance Sheet and Closing Statement. The Closing Balance Sheet and the Closing Statement (and the proposed determinations of Closing Payment, NWC Surplus or NWC Deficit, Closing Indebtedness, Transaction Expenses, Closing Cash and Working Capital reflected on the Closing Statement) will be final, conclusive and binding on the Parties unless Seller shall notify notifies Buyer in writing within thirty (30) days of receipt of the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement (the applicable period, the “Review Period”), whether or not it accepts the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. During the Review Period, Buyer shall provide all information, Books and Records that Seller (or its designee) and/or Sunningdale may reasonably require to enable it to perform a reasonable analysis of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer. (ii) If Seller desires to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period a notice in writing (the “Objection NoticeDeadline Date”) setting forth the item or items disputed, its reasons in reasonable detail for such disputes and the adjustments which, in its opinion, should be made to after receipt of Buyer’s determination of the Closing Inventory Adjustment AmountPayment, NWC Surplus or NWC Deficit, Closing Cash, Working Capital, Closing Indebtedness and Transaction Expenses that Seller disagrees with Buyer’s determination of any such amounts (a “Notice of Disagreement”). If Seller timely delivers a Notice of Disagreement, only those matters specified in such Notice of Disagreement shall be deemed to be in dispute (such matters, the “Disputed Amounts”) and all such Disputed Amounts shall be based only on (i) mathematical or clerical errors, (ii) that the amounts included in or absent from the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount Statement were not determined in order to comply accordance with the requirements definitions of Closing Payment, NWC Surplus or NWC Deficit, Closing Cash, Working Capital, Closing Indebtedness and Transaction Expenses, or (iii) the calculation of the amounts included in the Closing Statement were not determined in accordance with this Section ‎3.3Agreement. The Parties Notice of Disagreement shall use reasonable efforts to meet specify what Seller reasonably believes is the correct amount for each Disputed Amount and discuss in good faith be accompanied by a reasonably detailed explanation. Any component of the objections raised calculations set forth in the Objection Closing Statement that is not the subject of a timely delivered Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten (10) Business Days after the delivery of the Objection Notice (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, with such changes as may have been agreed in writing Disagreement by Buyer and Seller, Seller shall be final and bindingbinding upon Buyer and Seller. For the avoidance If Seller delivers a Notice of doubt, if Seller fails to deliver Disagreement by the Objection Deadline Date, Buyer and Seller thereafter shall negotiate in good faith to resolve any Disputed Amounts. If Buyer and Seller are unable to resolve all Disputed Amounts within thirty (30) days after Seller delivers the Notice before Of Disagreement, Buyer and Seller shall submit any remaining Disputed Amounts to an impartial nationally recognized firm of independent certified public accountants other than Seller’s or Buyer’s accountants and reasonably acceptable to Seller and Buyer (the “Independent Accounting Firm”) for resolution within thirty (30) days following expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Sellerthirty (30) day negotiation period. Any portion Each of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If Seller and Buyer fail shall furnish to reach an agreement with respect to all of the matters set forth in the Objection Notice before expiration of the Resolution Period, then they shall engage Independent Accounting Firm such information and documents as may be requested by the Independent Accounting Firm and submit only the remaining disputed items may also furnish to the Independent Accounting Firm for resolution. such other information and documents as such Party deems relevant, in each case with copies being given to the other Party substantially simultaneously. The Independent Accounting Firm shall, at its discretion or at the written request of Seller or Buyer, conduct a conference with both of Seller and Buyer concerning the Disputed Items and each of Buyer and Seller shall have the right to present additional documents, materials and other information and to have present its Representatives at such conference. No Party or its Representatives shall be permitted to engage in any ex-parte communications (1whether written or oral) with the Independent Accounting Firm. The Independent Accounting Firm shall act as experts and not arbiters only review the Disputed Amounts (and shall determine only those items on not investigate any other matter independently) and in no event shall the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement decision of the Independent Accounting Firm and make provide for a calculation of any adjustments to Disputed Amount that is less than the Closing Inventory Statement, the Interim Settlement Statement lowest value for such Disputed Amount claimed by Buyer or the Final Settlement Statement and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountSeller, as applicable. , or greater than the highest amount for such Disputed Amount claimed by Buyer or Seller, as applicable. The Independent Accounting Firm’s determination will be (2i) in writing, (ii) furnished to each of Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis within thirty (30) days after Seller’s and Buyer’s respective final calculations of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are Disputed Amounts have been submitted to the Independent Accounting Firm; and , (iii) permit limited in scope to whether such final calculations of the Disputed Amounts were done in accordance with Section 1.5, the related definitions herein and/or contained mathematical or clerical errors and (iv) accompanied by a reasonably detailed basis for its determination in respect of each Disputed Amount under its review.The resolution of the Disputed Amounts and the determination of the Closing Cash, Working Capital, Closing Indebtedness and Transaction Expenses by the Independent Accounting Firm, absent fraud, intentional misconduct (including a deliberately misleading submission by a Party or its Representatives) or manifest error, shall be final and binding on Buyer and Seller and Buyer may be entered as a final judgment in any court of competent jurisdiction. The first date upon which the Closing Cash, Working Capital, Closing Indebtedness and Transaction Expenses has been definitively determined pursuant to this Section 1.5(c) shall be present when referred to herein as the other “Determination Date”. The Parties agree that the procedures set forth in this Section 1.5(c) for resolving disputes with respect to the Closing Statement, Closing Payment, NWC Surplus or NWC Deficit, Closing Cash, Working Capital, Closing Indebtedness and Transaction Expenses shall be the sole and exclusive method for resolving any such disputes. The fees and disbursements of them is making oral submissions to the Independent Accounting Firm with respect to a Notice of Disagreement shall be allocated between Buyer and to make oral submissions in reply. The Independent Accounting Firm maySeller, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagementbased upon a fraction, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution numerator of which is the portion of the disputed items, aggregate monetary amount of the Disputed Amounts not awarded to the applicable party and the denominator of which shall include is the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, aggregate monetary amount of the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountDisputed Amounts, as determined by the Independent Accounting FirmFirm in its final determination. For example, shall be conclusively deemed if Seller objects to the Closing Inventory Adjustment AmountStatement calculations in the net amount of $1,000,000, and the Closing A/R Adjustment AmountIndependent Accounting Firm determines that Seller has a valid claim for $400,000 of the $1,000,000, Seller shall bear 60% of the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with and Buyers shall bear 40% of the resolution of disputes pursuant to this Section ‎3.3(d)(iii) shall be borne by the Seller and Buyer based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer, with such fees and expenses of the Independent Accounting Firm. Each of the Parties to be paid this Agreement agrees to use its commercially reasonable efforts to cooperate with the Independent Accounting Firm within thirty (30including by executing a customary engagement letter reasonably acceptable to it) days and to cause the Independent Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Independent Accounting Firm’s determination. (iv) engagement. The Closing Inventory Adjustment AmountIndependent Accounting Firm shall act as an expert, not as an arbitrator, in resolving such Disputed Amounts; provided that the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) Independent Accounting Firm shall be deemed agreed and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect entitled to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions immunities of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreementarbitrator.

Examination and Review. (i) Seller shall notify Buyer within thirty (30) days of After receipt of the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement Seller shall have 45 days (the applicable period, the “Review Period”), whether or not it accepts ) to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountStatement. During the Review Period, Seller and its Representatives shall have reasonable access to the personnel of and copies of the relevant books and records of, and work papers prepared by, Buyer shall provide all information, Books and Records that Seller (or its designee) and/or Sunningdale may reasonably require Representatives to enable it to perform a reasonable analysis the extent used in preparation of the Closing Inventory Adjustment Amount, Statement as Seller may reasonably request in writing for the purpose of reviewing the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or SunningdaleStatement; provided, that such access shall be during normal business hours, after reasonable advance written notice and in a manner that does not interfere with the normal business operations of Buyer. (ii) If Seller desires On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period Period, Seller may object to the Closing Statement by delivering to Buyer a notice written statement setting forth Seller’s objections in writing reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Objection NoticeStatement of Objections”); provided, that any Statement of Objections may only include disagreements based on (x) setting forth the item or items disputedfailure of the calculation of the Purchase Price, its reasons in reasonable detail for such disputes and the adjustments whichcomponents thereof, to be calculated in its opinionaccordance with this Agreement and/or (y) mathematical errors in the calculation of the Purchase Price, should be made and the components thereof. If Seller fails to deliver the Closing Inventory Adjustment AmountStatement of Objections before the expiration of the Review Period, the Closing A/R Statement and the Post-Closing Adjustment Amountreflected in the Closing Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, the Collected A/R Adjustment Amount and/or the Rebate Amount in order to comply with the requirements of this Section ‎3.3. The Parties Buyer and Seller shall use reasonable efforts to meet and discuss negotiate in good faith the to resolve such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten (10) Business Days 30 days after the delivery of the Objection Notice Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding. For All discussions between Bxxxx and Sxxxxx and their respective Representatives related to the avoidance Statement of doubt, if Seller fails to deliver Objections during the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, Resolution Period (unless otherwise agreed by Bxxxx and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid governed by Seller or Buyer, as the case may be, within ten (10) Business Days Rule 408 of the expiration Federal Rules of the Resolution Period, Evidence and such amounts shall be deemed agreed and binding upon the Partiesany applicable similar Law. (iii) If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice Statement of Objections before expiration of the Resolution Period, then they any amounts remaining in dispute (“Disputed Amounts”) shall engage be submitted for resolution to an impartial nationally recognized firm of independent certified public accountants mutually selected by Bxxxx and Seller (the “Independent Accounting Firm and submit only the remaining disputed items to the Independent Accounting Firm for resolution. (1Accountant”) The Independent Accounting Firm shall act who, acting as experts an expert and not arbiters and an arbitrator, shall determine resolve the Disputed Amounts only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Post-Closing Inventory Adjustment, as the case may be, and the Closing Statement, . The parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountant shall only decide the Interim Settlement Statement or specific items under dispute by the Final Settlement parties and its decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Statement and the Closing Inventory Adjustment AmountStatement of Objections, respectively. Bxxxx and Seller, and their respective Representatives, shall cooperate with the Closing A/R Adjustment Amount, Independent Accountant during the Collected A/R Adjustment Amount and/or term of its engagement and shall not have any ex parte communications with the Rebate Amount, as applicableIndependent Accountant. (2iv) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) Accountant shall be borne paid by Seller, on the Seller one hand, and Buyer Buyer, on the other hand, based upon the percentage that which the aggregate portion of the contested amount actually contested but not awarded to Seller or Buyer, respectively, each party bears to the aggregate amount actually contested by such party. For example, if Seller claims the Post-Closing Adjustment is $1,000 greater than the amount determined by Bxxxx, and BuyerBuyer contests only $500 of the amount claimed by Seller, with such and if the Independent Accountant ultimately resolves the dispute by awarding Seller $300 of the $500 contested, then the fees and expenses to of the Independent Accountant will be paid allocated 60% (i.e., $300 ÷ $500) to the Independent Accounting Firm within thirty Seller and 40% (30i.e., $200 ÷ $500) days after the Independent Accounting Firm’s determinationto Buyer. (ivv) The Closing Inventory Adjustment AmountIndependent Accountant shall make a determination as soon as practicable, and in any event, within 30 days (or such other time as Buyer and Seller agree in writing) after its engagement, and its resolution of the Disputed Amounts and its adjustments to the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount Statement and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) Post-Closing Adjustment shall be deemed agreed conclusive and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds parties hereto and not subject to an account designated by Buyer court review or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreementappealable.

Examination and Review. (i) Seller shall notify Buyer within Within thirty (30) days of following receipt by Sellers of the Post-Closing Inventory Statement, Sellers may deliver written notice to the Interim Settlement Statement Company of any dispute Sellers may have with respect to the preparation or the Final Settlement Statement (the applicable period, the “Review Period”), whether or not it accepts the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. During the Review Period, Buyer shall provide all information, Books and Records that Seller (or its designee) and/or Sunningdale may reasonably require to enable it to perform a reasonable analysis content of the Post-Closing Inventory Adjustment Amount, Statement. Such notice must describe in reasonable detail the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller disputed items (or its designee) and/or Sunningdale; provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer. (ii) If Seller desires to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day including Sellers’ calculation of the Review Period a notice amount of the disputed item) contained in writing the Post-Closing Statement and the basis for any such dispute (the “Objection Dispute Notice”) setting forth ). In the item or event Sellers deliver a Dispute Notice, any items disputed, its reasons in reasonable detail for such disputes and the adjustments which, in its opinion, should be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount in order to comply with the requirements of this Section ‎3.3. The Parties shall use reasonable efforts to meet and discuss in good faith the objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten (10) Business Days after the delivery of the Objection Notice (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, with such changes as may have been agreed in writing by Buyer and Seller, shall be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected not disputed in such statement Dispute Notice shall be deemed to have been accepted by SellerSellers and will be final, conclusive and binding on the parties. Any portion of If Sellers fail to deliver a Dispute Notice with respect to the Post-Closing Inventory Adjustment AmountStatement within such thirty (30)-day period, the such Post-Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts Statement shall be deemed agreed to have been accepted by Sellers and will be final, conclusive and binding upon on the Parties. parties. In the event a Dispute Notice is delivered within the thirty (iii) 30)-day review period, the Company and Sellers shall use good faith reasonable efforts to negotiate to resolve such dispute. If Seller the Company and Buyer Sellers, notwithstanding such good faith effort, fail to reach an agreement with respect to resolve all of the matters items set forth in the Objection Dispute Notice before expiration of the Resolution Period, then they shall engage the Independent Accounting Firm and submit only the remaining disputed items to the Independent Accounting Firm for resolution. (1) The Independent Accounting Firm shall act as experts and not arbiters and shall determine only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable. (2) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) shall be borne by the Seller and Buyer based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determination. delivery by Sellers of such Dispute Notice (iv) The Closing Inventory Adjustment Amountor such longer period as may be agreed by the Company and Seller), the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount then any amounts remaining in dispute (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)“Disputed Amounts”) shall be deemed submitted for resolution by the Company and Sellers to an impartial nationally recognized independent accounting firm to be mutually agreed upon (the “Independent Accountant”), who, acting as experts and not arbitrators, shall be binding upon resolve the PartiesDisputed Amounts only. Within The Company and Sellers shall each direct the Independent Accountant to render a written determination within thirty (30) days following of its retention. The Independent Accountant’s determination shall be based solely on the day Post-Closing Statement, the Closing Inventory Adjustment Amount becomes binding upon Dispute Notice and supporting materials submitted therewith by the Parties in accordance with Company and Sellers (i.e., not on the basis of an independent review) and on the terms and provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount Agreement. The determination of the Independent Accountant shall be made by wire transfer of immediately available funds binding and conclusive on the parties and not subject to an account designated by Buyer or Seller, as appeal. The Independent Accountant shall only decide the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price specific items under dispute by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To parties and the extent that any portion decision of the Independent Accountant for each Disputed Amount must be within the range of values assigned to each such item in the Post-Closing Inventory Adjustment AmountStatement and the Dispute Notice. The date on which Closing Net Working Capital, the Closing A/R Adjustment AmountCash, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer Closing Indebtedness and Unpaid Company Transaction Expenses are finally determined in accordance with this Section ‎3.3(d)(iv), (12.2(c) such amounts (A) shall bear interest at is hereinafter referred to as the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds “Determination Date.” All fees and expenses of the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) Independent Accountant shall be payable allocated by the Independent Accountant and apportioned between Sellers, on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreementone hand, and the Company, on the other hand, in the same proportion that the aggregate amount of such resolved Disputed Items so submitted to the Independent Accountant that is unsuccessfully disputed by each such party (3as finally determined by the Independent Accountant) Buyer may, upon written notice bears to Seller, deduct the total amount of such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreementresolved Disputed Items so submitted.

Examination and Review. (i) Seller Examination. After receipt of the Closing Working Capital Statements, Sellers shall notify Buyer within have thirty (30) days of receipt of the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement (the applicable period, the “Review Period”), whether or not it accepts the ) to review each Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountWorking Capital Statement. During the Review Period, Buyer shall provide all informationthe Sellers’ Agent and its representatives will have access to the books and records of the Companies, Books to the extent that such books and Records that Seller (or its designee) and/or Sunningdale records are necessary to verify the amounts set forth in the Closing Working Capital Statements, as Sellers may reasonably require to enable it to perform a reasonable analysis request for the purpose of reviewing and analyzing the Closing Inventory Adjustment AmountWorking Capital Statements and to prepare a Statement of Objections (as hereafter defined), the Closing A/R Adjustment Amountprovided that, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, that such access shall be in a manner that does not unreasonably interfere with the normal business operations of Buyerthe Companies. (ii) If Seller desires Objection. On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period Period, Sellers may object to any Closing Working Capital Statement by causing Sellers’ Agent to deliver to Buyer a notice in writing (the “Objection Notice”) written statement setting forth the Sellers’ objections in reasonable detail, indicating by Company each disputed item or items disputed, its reasons in reasonable detail for such disputes amount and the adjustments whichbasis for Sellers’ disagreement therewith (a “Statement of Objections”). If Sellers fail to deliver a Statement of Objections before the expiration of the Review Period, then each Closing Working Capital Statement and each corresponding Closing Adjustment (as defined above) reflected in its opinion, should be made to the Closing Inventory Adjustment AmountWorking Capital Statements shall be deemed to have been accepted by Sellers. If Sellers’ Agent delivers a Statement of Objections before the expiration of the Review Period, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount in order to comply with the requirements of this Section ‎3.3. The Parties Sellers’ Agent and Buyer shall use reasonable efforts to meet and discuss negotiate in good faith the to resolve such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten thirty (1030) Business Days days after the delivery of the Objection Notice a Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicableWorking Capital Statements, with such changes as may have been be agreed in writing by Buyer Sellers’ Agent and SellerBuyer, shall be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice before expiration of the Resolution Period, then they shall engage the Independent Accounting Firm and submit only the remaining disputed items to the Independent Accounting Firm for resolution. (1) The Independent Accounting Firm shall act as experts and not arbiters and shall determine only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable. (2) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) shall be borne by the Seller and Buyer based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) shall be deemed agreed and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreement.

Examination and Review. (i) Seller After receipt of the Closing Working Capital Statement, Shareholder shall notify Buyer within have thirty (30) days of receipt of the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement (the applicable period, the “Review Period”), whether or not it accepts ) to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountWorking Capital Statement. During the Review Period, Buyer Shareholder’s accountants shall provide all informationhave full access to the books and records of the Companies, Books the personnel of, and Records work papers prepared by, Sollensys and/or Sollensys’ accountants to the extent that Seller they relate to the Closing Working Capital Statement and to such historical financial information (or its designeeto the extent in Sollensys’ possession) and/or Sunningdale relating to the Closing Working Capital Statement as Shareholder may reasonably require to enable it to perform a reasonable analysis request for the purpose of reviewing the Closing Inventory Adjustment AmountWorking Capital Statement and to prepare a Statement of Objections (defined below), the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, that such access shall be in a manner that does not interfere with the normal business operations of BuyerSollensys or the Companies. (ii) If Seller desires On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period Period, Shareholder may object to the Closing Working Capital Statement by delivering to Sollensys a notice written statement setting forth Shareholder’s objections in writing reasonable detail, indicating each disputed item or amount and the basis for Shareholder’s disagreement therewith (the “Objection NoticeStatement of Objections”) setting forth ). If Shareholder fails to deliver the item or items disputed, its reasons in reasonable detail for such disputes and Statement of Objections before the adjustments which, in its opinion, should be made to expiration of the Closing Inventory Adjustment AmountReview Period, the Closing A/R Adjustment AmountWorking Capital Statement shall be deemed to have been accepted by Shareholder. If Shareholder delivers the Statement of Objections before the expiration of the Review Period, the Collected A/R Adjustment Amount and/or the Rebate Amount in order to comply with the requirements of this Section ‎3.3. The Parties Sollensys and Shareholder shall use reasonable efforts to meet and discuss negotiate in good faith the to resolve such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten thirty (1030) Business Days days after the delivery of the Objection Notice Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Working Capital Statement or the Final Settlement Statement, as applicable, with such changes as may have been previously agreed in writing by Buyer Sollensys and SellerShareholder, shall be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If Seller Shareholder and Buyer Sollensys fail to reach an agreement with respect to all of the matters set forth in the Objection Notice Statement of Objections before expiration of the Resolution Period, then they any amounts remaining in dispute (“Disputed Amounts”) and any amounts not so disputed (the “Undisputed Amounts”) shall engage the Independent Accounting Firm and submit only the remaining disputed items be submitted for resolution to the office of an impartial nationally recognized firm of independent certified public accountants other than Shareholder’s or either Company’s accountants or Sollensys’ accountants as jointly determined by Sollensys and Shareholder (the “Independent Accounting Firm for resolution. (1Accountants”) The Independent Accounting Firm shall act who, acting as experts and not arbiters and arbitrators, shall determine resolve the Disputed Amounts only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Post-Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable. (2) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) shall be borne by the Seller and Buyer based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) shall be deemed agreed and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or SellerAdjustment, as the case may be, and the Closing Working Capital Statement. In the event that Sollensys and Shareholder cannot agree on the identity of an Independent Accountant within ten (10) days of the commencement on such efforts to agree, each of Sollensys and Shareholder shall select one party meeting the requirements of an “Independent Accountant” above, and those two parties shall jointly select the party who shall act as the Independent Accountants. The Parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in writing the Closing Working Capital Statement and the Statement of Objections, respectively. (iv) Shareholder shall pay a portion of the fees and expenses of the Independent Accountants equal to Seller or Buyer100% multiplied by a fraction, the numerator of which is the amount of Disputed Amounts submitted to the Independent Accountants that are resolved in favor of Sollensys (that being the difference between the Independent Accountants’ determination and Shareholder’s determination) and the denominator of which is the total amount of Disputed Amounts submitted to the Independent Accountants (that being the sum total by which Sollensys’ determination and Shareholder’s determination differ from the determination of the Independent Accountants). Sollensys shall pay that portion of the fees and expenses of the Independent Accountants that Shareholder is not required to pay hereunder. (v) The Independent Accountants shall make a determination as applicable. Within soon as practicable within thirty (30) days following (or such other time as the day Parties shall agree in writing) after their engagement, and their resolution of the Collected A/R Adjustment Amount with respect Disputed Amounts and their adjustments to the Interim Payment Date becomes Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the Parties in accordance with Parties. (vi) Except as otherwise provided herein, any payment of the provisions of this Section ‎3.3(d)(iv)Post-Closing Adjustment, such Collected if any, shall (A/R Adjustment Amount shall ) be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), due (x) within five (5) Business Days of acceptance of the applicable Closing A/R Adjustment Amount shall Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in Section 2.11(c)(v); and (B) be paid by wire transfer of immediately available funds to an such account designated as is directed by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services AgreementShareholder.

Examination and Review. (i) Seller Examination. After receipt of the Revised Closing Statement, the Sellers’ Representative shall notify Buyer within have thirty (30) days of receipt of the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement (the applicable period, the “Review Period”), whether or not it accepts ) to review the Revised Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountStatement. During the Review Period, the Sellers’ Representative and Sellers’ Accountants shall have reasonable access to the books and records of the Company, the personnel of, and work papers prepared by, Buyer shall provide all information, Books and Records and/or Buyer’s Accountants to the extent that Seller (or its designee) and/or Sunningdale they relate to the Revised Closing Statement as the Sellers’ Representative may reasonably require request for the purpose of reviewing the Revised Closing Statement and to enable it to perform prepare a reasonable analysis Statement of the Closing Inventory Adjustment AmountObjections (defined below), the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, that such access shall be in a manner that does not interfere with the normal business operations of BuyerBuyer or the Company. (ii) If Seller desires Objection. On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period Period, the Sellers’ Representative may object to the Revised Closing Statement by delivering to Buyer a notice written statement setting forth the Sellers’ Representative’s objections in writing reasonable detail, indicating each disputed item or amount and the basis for the Sellers’ Representative’s disagreement therewith (the “Objection NoticeStatement of Objections”) setting forth ). For avoidance of doubt, all other matters with respect to, and all other components of, the Revised Closing Statement not identified in the Statement of Objections as an item or items disputedamount in dispute will be binding and conclusive on the Parties for all purposes under this Agreement and not subject to further dispute or challenge absent manifest error. If the Sellers’ Representative fails to deliver the Statement of Objections before the expiration of the Review Period, its reasons in reasonable detail (i) the Revised Closing Statement and all components thereof will be deemed final and binding on the Parties for such disputes all purposes under this Agreement and not subject to further dispute or challenge and (ii) the Revised Cash Consideration shall be deemed the Final Cash Consideration. If the Sellers’ Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and the adjustments which, in its opinion, should be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount in order to comply with the requirements of this Section ‎3.3. The Parties Sellers’ Representative shall use reasonable efforts to meet and discuss negotiate in good faith the to resolve such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten thirty (1030) Business Days days after the delivery of the Objection Notice Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Revised Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount Statement (and the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, all components thereof) with such changes as may have been previously agreed in writing by Buyer and Seller, the Sellers’ Representative shall be final and binding. For binding on the avoidance of doubt, if Seller fails Parties for all purposes under this Agreement and not subject to deliver further dispute or challenge and the Objection Notice before the expiration Revised Cash Consideration as modified by written agreement of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement Parties shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice before expiration of the Resolution Period, then they shall engage the Independent Accounting Firm and submit only the remaining disputed items to the Independent Accounting Firm for resolution. (1) The Independent Accounting Firm shall act as experts and not arbiters and shall determine only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicableCash Consideration. (2) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) shall be borne by the Seller and Buyer based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) shall be deemed agreed and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreement.

Examination and Review. (i) Seller shall notify Buyer within thirty (30) days of Examination. After receipt of the Final Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement Shareholder Representative shall have forty-five (the applicable period, 45) days (the “Review Period”), whether or not it accepts ) to review the Final Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountStatement. During the Review Period, Buyer Shareholder Representative and its representatives shall provide all information, Books have full access to the books and Records that Seller records of the Surviving Company and to such historical financial information (or its designeeto the extent in Parent’s possession) and/or Sunningdale relating to the Final Closing Statement as the Shareholder Representative may reasonably require to enable it to perform a reasonable analysis request for the purpose of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, reviewing the Final Collected A/R AmountClosing Statement and to prepare a Statement of Objections (defined below), the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, that such access shall be at the expense of the Shareholder Representative and during normal business hours upon reasonable advance notice to Parent in a manner that does not unreasonably interfere with the normal business operations of BuyerParent or the Surviving Company. (ii) If Seller desires Objection. On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period Period, the Shareholder Representative may object to the Final Closing Statement by delivering to Parent a notice written statement setting forth the Shareholder Representative’s objections in writing reasonable detail, indicating each disputed item or amount and the basis for the Shareholder Representative’s disagreement therewith (the “Objection NoticeStatement of Objections”) setting forth ). If the item Shareholder Representative gives Parent written notice of the Shareholder Representative’s acceptance of the Final Closing Statement or items disputedfails to deliver the Statement of Objections before the expiration of the Review Period, its reasons then the Final Closing Statement and any resulting adjustment to the Merger Consideration reflected in reasonable detail for such disputes the Final Closing Statement shall be deemed to have been accepted by the Shareholder Representative. If the Shareholder Representative delivers the Statement of Objections before the expiration of the Review Period, Parent and the adjustments which, in its opinion, should be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount in order to comply with the requirements of this Section ‎3.3. The Parties Shareholder Representative shall use reasonable efforts to meet and discuss negotiate in good faith the to resolve such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten thirty (1030) Business Days days after the delivery of the Objection Notice Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, any resulting adjustment to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount Merger Consideration and the Final Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, with such changes as may have been previously agreed in writing by Buyer Parent and Sellerthe Shareholder Representative, shall be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice before expiration of the Resolution Period, then they shall engage the Independent Accounting Firm and submit only the remaining disputed items to the Independent Accounting Firm for resolution. (1) The Independent Accounting Firm shall act as experts and not arbiters and shall determine only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable. (2) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) shall be borne by the Seller and Buyer based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) shall be deemed agreed and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreement.

Examination and Review. (i) Seller shall notify Buyer within thirty (30) days of After receipt of the Closing Inventory Working Capital Statement, the Interim Settlement Statement or the Final Settlement Statement Principals shall have 30 days (the applicable period, the “Review Period”), whether or not it accepts ) to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountWorking Capital Statement. During the Review Period, Buyer the Principals shall provide all informationhave full access to the books and records of the Company, Books the personnel of, and Records work papers prepared by the Acquiror, to the extent that Seller they relate to the Closing Working Capital Statement and to such historical financial information (or its designeeto the extent in the Acquiror’s possession) and/or Sunningdale relating to the Closing Working Capital Statement as the Principals may reasonably require to enable it to perform a reasonable analysis request for the purpose of reviewing the Closing Inventory Adjustment AmountWorking Capital Statement and to prepare a Statement of Objections (defined below), the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, provided that such access shall be in a manner that does not interfere with the normal business operations of Buyerthe Acquiror or the Company. (ii) If Seller desires to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on On or before the last day of the Review Period Period, the Principals may object to the Closing Working Capital Statement by delivering to the Acquiror a notice written statement setting forth the Principals’ objections in writing reasonable detail, indicating each disputed item or amount and the basis for the Principals’ disagreement therewith (the “Objection NoticeStatement of Objections”) setting forth ). If the item or items disputed, its reasons in reasonable detail for such disputes and Principals fail to deliver the adjustments which, in its opinion, should be made to Statement of Objections before the Closing Inventory Adjustment Amountexpiration of the Review Period, the Closing A/R Adjustment AmountWorking Capital Statement and the Post- Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by the Principals. If the Principals deliver the Statement of Objections before the expiration of the Review Period, the Collected A/R Adjustment Amount and/or Acquiror and the Rebate Amount in order to comply with the requirements of this Section ‎3.3. The Parties Principals shall use reasonable efforts to meet and discuss negotiate in good faith the to resolve such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten (10) Business Days 30 days after the delivery of the Objection Notice Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Working Capital Statement or the Final Settlement Statement, as applicable, with such changes as may have been previously agreed in writing by Buyer the Acquiror and Sellerthe Principals, shall be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice before expiration of the Resolution Period, then they shall engage the Independent Accounting Firm and submit only the remaining disputed items to the Independent Accounting Firm for resolution. (1) The Independent Accounting Firm shall act as experts and not arbiters and shall determine only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable. (2) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) shall be borne by the Seller and Buyer based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) shall be deemed agreed and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreement.

Examination and Review. (i) Seller shall notify Buyer within thirty (30) days of After receipt of the Closing Inventory Working Capital Statement, the Interim Settlement Statement or Xxxxxxxxx XX Parties will have the Final Settlement Statement (the applicable period, the “Review Period”), whether or not it accepts Period to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountWorking Capital Statement. During the Review Period, Buyer shall provide all informationthe Xxxxxxxxx XX Parties and the Bennetts’ Accountants will have full access to the books and records of Remington and Marietta Leasehold LP, Books the personnel of, and Records that Seller work papers prepared by, New Holdco (or its designeeAffiliates) and/or Sunningdale and New Holdco’s Accountants to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in the possession of New Holdco or its Affiliates) relating to the Closing Working Capital Statement as the Xxxxxxxxx XX Parties may reasonably require to enable it to perform a reasonable analysis request for the purpose of reviewing the Closing Inventory Adjustment AmountWorking Capital Statement and to prepare a Statement of Objections, the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, that such access shall will be in a manner that does not interfere with the normal business operations of BuyerNew Holdco or the Remington Companies. (ii) If Seller desires On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period a notice in writing (Period, the “Objection Notice”) setting forth the item or items disputed, its reasons in reasonable detail for such disputes and the adjustments which, in its opinion, should be made Xxxxxxxxx XX Parties may object to the Closing Inventory Adjustment AmountWorking Capital Statement by delivering to New Holdco a Statement of Objections. If the Xxxxxxxxx XX Parties fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing A/R Adjustment AmountWorking Capital Statement and the Post-Closing Adjustment, as the Collected A/R Adjustment Amount and/or case may be, reflected in the Rebate Amount in order Closing Working Capital Statement will be deemed to comply with have been accepted by the requirements Xxxxxxxxx XX Parties. If the Xxxxxxxxx XX Parties deliver the Statement of this Section ‎3.3. The Objections before the expiration of the Review Period, New Holdco and the Xxxxxxxxx XX Parties shall use reasonable efforts to meet and discuss will negotiate in good faith to resolve such objections within the objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten (10) Business Days after the delivery of the Objection Notice (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Working Capital Statement or the Final Settlement Statement, as applicable, with such changes as may have been previously agreed in writing by Buyer New Holdco and Sellerthe Xxxxxxxxx XX Parties, shall will be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If Seller the Xxxxxxxxx XX Parties and Buyer New Holdco fail to reach an agreement with respect to all of the matters set forth in the Objection Notice Statement of Objections before expiration of the Resolution Period, then they shall engage any Disputed Amounts will be submitted for resolution to the office of the Independent Accounting Firm and submit only the remaining disputed items to the Independent Accounting Firm for resolution. (1) The Independent Accounting Firm shall act Accountant who, acting as experts and not arbiters and shall determine arbitrators, will resolve the Disputed Amounts only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Post-Closing Inventory Adjustment, as the case may be, and the Closing Working Capital Statement, . The Parties agree that all adjustments will be made without regard to materiality. The Independent Accountant will only decide the Interim Settlement Statement or specific items under dispute by the Final Settlement Parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Working Capital Statement and the Closing Inventory Adjustment AmountStatement of Objections, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicablerespectively. (2iv) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) shall Accountant will be borne paid by the Seller Xxxxxxxxx XX Parties, on the one hand, and Buyer by New Holdco, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller the Xxxxxxxxx XX Parties or BuyerNew Holdco, respectively, bears to the aggregate amount actually contested by Seller the Xxxxxxxxx XX Parties and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determinationNew Holdco. (ivv) The Closing Inventory Adjustment AmountIndependent Accountant will make a determination as soon as practicable within 30 days (or such other time as the Parties agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing A/R Working Capital Statement and the Post-Closing Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) shall will be deemed agreed conclusive and shall be binding upon the Parties. Within thirty . (30vi) days following Except as otherwise provided in this Agreement, any payment of the day the Post-Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance Adjustment, together with the provisions of this Section ‎3.3(d)(iv)interest calculated as set forth below, such Closing Inventory Adjustment Amount shall will (1) be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), due (x) within five Business Days of acceptance of the applicable Closing A/R Adjustment Amount shall Working Capital Statement or (y) if there are Disputed Amounts, then within five Business Days of the resolution described in Section 2.06(c)(v); and (2) be paid by wire transfer of immediately available funds to an such account designated as is directed by Buyer New Holdco or Sellerthe Xxxxxxxxx XX Parties, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R . The amount of any Post-Closing Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller will bear interest from and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of including the Closing Inventory Adjustment Amount, Date to but excluding the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest date of payment at the prime a rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds equal to 4.0%. Such interest will be calculated daily on the maximum rate allowed by law, at basis of a 365-day year and the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreementactual number of days elapsed.

Examination and Review. (i) Seller shall notify Buyer within thirty (30) days of After receipt of the Closing Inventory Date Statement, the Interim Settlement Statement or the Final Settlement Statement Sellers shall have 30 days (the applicable period, the “"Closing Review Period”), whether or not it accepts ") to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountDate Statement. During the Closing Review Period, the Sellers and the Company's accountants shall have full access to the books and records of the Company, the personnel of, and work papers prepared by, Buyer shall provide all information, Books and/or Buyer's Accountants to the extent that they relate to the Closing Date Statement and Records that Seller to such historical financial information (or its designeeto the extent in Buyer's possession) and/or Sunningdale relating to the Closing Date Statement as the Sellers may reasonably require to enable it to perform a reasonable analysis request for the purpose of reviewing the Closing Inventory Adjustment AmountDate Statement and to prepare a Closing Statement of Objections (as defined below), the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, that such access shall be in a manner that does not unreasonably interfere with the normal business operations of BuyerBuyer or the Company. (ii) If Seller desires On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Closing Review Period Period, the Sellers may object to the Closing Date Statement by delivering to Buyer a notice in writing (the “Objection Notice”) written statement setting forth the Sellers objections in reasonable detail, indicating each disputed item or items disputed, its reasons in reasonable detail for such disputes amount and the adjustments which, in its opinion, should be made basis for the disagreement therewith (the "Closing Statement of Objections"). If the Sellers fail to deliver the Closing Inventory Adjustment AmountStatement of Objections before the expiration of the Closing Review Period, the Closing A/R Adjustment AmountDate Statement and the Post-Closing Adjustments shall be deemed to have been accepted by the Sellers. If the Sellers deliver the Closing Statement of Objections before the expiration of the Closing Review Period, Buyer and the Collected A/R Adjustment Amount and/or the Rebate Amount in order to comply with the requirements of this Section ‎3.3. The Parties Selling Shareholders shall use reasonable efforts to meet and discuss negotiate in good faith the to resolve such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten (10) Business Days 30 days after the delivery of the Objection Notice Closing Statement of Objections (the “"Closing Resolution Period”"), and, if the same are so resolved within the Closing Resolution Period, the Post-Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Date Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, with such changes as may have been previously agreed in writing by Buyer and Sellerthe Selling Shareholders, shall be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice before expiration of the Resolution Period, then they shall engage the Independent Accounting Firm and submit only the remaining disputed items to the Independent Accounting Firm for resolution. (1) The Independent Accounting Firm shall act as experts and not arbiters and shall determine only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable. (2) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) shall be borne by the Seller and Buyer based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) shall be deemed agreed and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreement.

Examination and Review. (i) Seller After receipt of the proposed True-Up Adjustment, the City shall notify Buyer within have thirty (30) days of receipt of the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement (the applicable period, the “Review Period”), whether or not it accepts ) to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amountproposed True-Up Adjustment. During the Review Period, Buyer the City and the City’s accountants shall provide all informationhave full access to the relevant books and records of Buyer, Books the personnel of, and Records work papers prepared by, Xxxxx and/or Buyer’s accountants to the extent that Seller they relate to the True- Up Adjustment and to such historical financial information (or its designeeto the extent in Buyer’s possession) and/or Sunningdale relating to the True-Up Adjustment as the City may reasonably require request for the purpose of reviewing the proposed True-Up Adjustment and to enable it to perform prepare a reasonable analysis Statement of the Closing Inventory Adjustment AmountObjections (defined below), the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, that such access shall be in a manner that does not unreasonably interfere with the normal business operations of Buyer. (ii) If Seller desires On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period Period, the City may object to the proposed True-Up Adjustment by delivering to Buyer a notice written statement setting forth the City’s objections in writing reasonable detail, indicating each disputed item or amount and the basis for the City’s disagreement therewith (the “Objection NoticeStatement of Objections”) setting forth ). If the item or items disputedCity fails to deliver the Statement of Objections before the expiration of the Review Period, its reasons in reasonable detail for such disputes the proposed True-Up Adjustment shall be deemed to have been accepted by the City. If the City delivers the Statement of Objections before the expiration of the Review Period, Buyer and the adjustments which, in its opinion, should be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount in order to comply with the requirements of this Section ‎3.3. The Parties City shall use reasonable efforts to meet and discuss negotiate in good faith the to resolve such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten thirty (1030) Business Days days after the delivery of the Objection Notice Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Closing Inventory True-Up Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, with such changes as may have been previously agreed in writing by Buyer and Sellerthe City, shall be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If Seller the City and Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice Statement of Objections before expiration of the Resolution Period, then they any amounts remaining in dispute (“Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall engage the Independent Accounting Firm and submit only the remaining disputed items be submitted for resolution to the office of Xxxxx Xxxxxxxx or, if Xxxxx Xxxxxxxx is unable to serve, Buyer and the City shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the City’s accountants or Xxxxx’s accountants (the “Independent Accounting Firm for resolution. (1Accountant”) The Independent Accounting Firm shall act who, acting as experts and not arbiters and arbitrators, shall determine resolve the Disputed Amounts only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Closing Inventory StatementTrue-Up Adjustment, as the Interim Settlement Statement or case may be. The parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountant shall only decide the Final Settlement Statement specific items under dispute by the parties and its decision for each Disputed Amount must be within the range of values assigned to each such item in the proposed True-Up Adjustment and the Closing Inventory Adjustment AmountStatement of Objections, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicablerespectively. (2iv) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) Accountant shall be borne paid by the Seller City, on the one hand, and Buyer Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller the City or Buyer, respectively, bears to the aggregate amount actually contested by Seller the City and Buyer, with such fees and expenses to be paid to the . The Independent Accounting Firm Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after its engagement, and its resolution of the Independent Accounting Firm’s determination. (iv) The Closing Inventory Disputed Amounts and its adjustments to the True- Up Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) shall be deemed agreed conclusive and shall be binding upon the Partiesparties hereto. Within thirty Except as otherwise provided herein, any payment of the True-Up Adjustment, together with interest calculated as set forth below, shall (30A) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), due (x) within five Business Days of acceptance of the Closing A/R applicable True-Up Adjustment Amount shall or (y) if there are Disputed Amounts, then within five Business Days of the resolution described herein; and (B) be paid by wire transfer of immediately available funds to an such account designated as is directed by Buyer Xxxxx or Sellerthe City, as the case may be, in writing . Any payment of the True-Up Adjustment owed by the City to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount Buyer shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Escrow Agent from the Escrow Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion terms of the Closing Inventory Escrow Agreement. The amount of any True-Up Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest from and including the Closing Date to and including the date of payment at the prime a rate as disclosed in The Wall Street Journal plus nine per annum equal to four percent (94%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) ). Such interest shall be payable calculated daily on demandthe basis of a 365 day year and the actual number of days elapsed, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreementwithout compounding.

Examination and Review. (i) Seller shall notify Buyer within thirty (30) days of After receipt of the Closing Inventory Working Capital Statement, the Interim Settlement Statement or the Final Settlement Statement PM Parties will have 30 days (the applicable period, the “Review Period”), whether or not it accepts ) to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountWorking Capital Statement. During the Review Period, Buyer shall provide all informationthe PM Parties and the Bennetts’ Accountants will have full access to the books and records of PM LLC, Books the personnel of, and Records that Seller work papers prepared by, AINC (or its designeeAffiliates) and/or Sunningdale and New Holdco’s Accountants to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in the possession of AINC or its Affiliates) relating to the Closing Working Capital Statement as the PM Parties may reasonably require to enable it to perform a reasonable analysis request for the purpose of reviewing the Closing Inventory Adjustment AmountWorking Capital Statement and to prepare a Statement of Objections, the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, that such access shall will be in a manner that does not interfere with the normal business operations of BuyerAINC or the Project Management Business. (ii) If Seller desires On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period Period, the PM Parties may object to the Closing Working Capital Statement by delivering to AINC a notice written statement setting forth the PM Parties’ objections in writing reasonable detail, indicating each disputed item or amount and the basis for the PM Parties’ disagreement therewith (the “Objection NoticeStatement of Objections”) setting forth ). If the item or items disputed, its reasons in reasonable detail for such disputes and PM Parties fail to deliver the adjustments which, in its opinion, should be made to Statement of Objections before the Closing Inventory Adjustment Amountexpiration of the Review Period, the Closing A/R Adjustment AmountWorking Capital Statement and the Post-Closing Adjustment, as the Collected A/R Adjustment Amount and/or case may be, reflected in the Rebate Amount in order Closing Working Capital Statement will be deemed to comply with have been accepted by the requirements PM Parties. If the PM Parties deliver the Statement of this Section ‎3.3. The Objections before the expiration of the Review Period, AINC and the PM Parties shall use reasonable efforts to meet and discuss will negotiate in good faith the to resolve such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten (10) Business Days 30 days after the delivery of the Objection Notice Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Working Capital Statement or the Final Settlement Statement, as applicable, with such changes as may have been previously agreed in writing by Buyer AINC and Sellerthe PM Parties, shall will be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If Seller the PM Parties and Buyer AINC fail to reach an agreement with respect to all of the matters set forth in the Objection Notice Statement of Objections before expiration of the Resolution Period, then they shall engage any amounts remaining in dispute (“Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) will be submitted for resolution to the office of the Independent Accounting Firm and submit only the remaining disputed items to the Independent Accounting Firm for resolution. (1) The Independent Accounting Firm shall act Accountant who, acting as experts and not arbiters and shall determine arbitrators, will resolve the Disputed Amounts only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Post-Closing Inventory Adjustment, as the case may be, and the Closing Working Capital Statement, . The Parties agree that all adjustments will be made without regard to materiality. The Independent Accountant will only decide the Interim Settlement Statement or specific items under dispute by the Final Settlement Parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Working Capital Statement and the Closing Inventory Adjustment AmountStatement of Objections, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicablerespectively. (2iv) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) shall Accountant will be borne paid by the Seller PM Parties, on the one hand, and Buyer by AINC, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller the PM Parties or BuyerAINC, respectively, bears to the aggregate amount actually contested by Seller the PM Parties and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determinationAINC. (ivv) The Closing Inventory Adjustment AmountIndependent Accountant will make a determination as soon as practicable within 30 days (or such other time as the Parties agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing A/R Working Capital Statement and the Post-Closing Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) shall will be deemed agreed conclusive and shall be binding upon the Parties. Within thirty . (30vi) days following Except as otherwise provided in this Agreement, any payment of the day the Post-Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance Adjustment, together with the provisions of this Section ‎3.3(d)(iv)interest calculated as set forth below, such Closing Inventory Adjustment Amount shall will (1) be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), due (x) within five Business Days of acceptance of the applicable Closing A/R Adjustment Amount shall Working Capital Statement or (y) if there are Disputed Amounts, then within five Business Days of the resolution described in Section 2.06(c)(v); and (2) be paid by wire transfer of immediately available funds to an such account designated as is directed by Buyer AINC or Sellerthe PM WC Parties, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R . The amount of any Post-Closing Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller will bear interest from and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of including the Closing Inventory Adjustment Amount, Date to but excluding the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest date of payment at the prime a rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds equal to 4.0%. Such interest will be calculated daily on the maximum rate allowed by law, at basis of a 365-day year and the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreementactual number of days elapsed.

Examination and Review. (i) Seller shall notify Buyer within thirty (30) days of After receipt of the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement Sellers will have 30 days (the applicable period, the “Review Period”), whether or not it accepts ) to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountStatement. During the Review Period, Sellers and Sellers’ Accountants will have reasonable access to the relevant books and records of Buyer shall provide all information(including those acquired by Buyer in connection with the transactions contemplated by this Agreement), Books the personnel of, and Records work papers (if any) prepared by, Buyer and Buyer’s Accountants to the extent that Seller they relate to the Closing Statement (and in the case of work papers prepared by Buyer’s Accountants, subject to Sellers executing any waivers or its designee) and/or Sunningdale other documents reasonably requested by Buyer’s Accountants), in each case as Sellers may reasonably require to enable it to perform a reasonable analysis request for the purpose of reviewing the Closing Inventory Adjustment AmountStatement and to prepare a Statement of Objections, the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, provided that such access shall will be in a manner that does not interfere with the Buyer’s normal business operations of Buyeroperations. (ii) If Seller desires On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period Period, Sellers may object to the Closing Statement by delivering to Buyer a notice written statement setting forth Sellers’ objections in writing reasonable detail, indicating each disputed item or amount and the basis for Sellers’ disagreement (the “Objection Notice”) setting forth the item or items disputed, its reasons in reasonable detail for such disputes and the adjustments which, in its opinion, should be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount in order to comply with the requirements Statement of this Section ‎3.3. The Parties shall use reasonable efforts to meet and discuss in good faith the objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten (10) Business Days after the delivery of the Objection Notice (the “Resolution PeriodObjections”), and, if the same are so resolved within the Resolution Period, the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, with such changes as may have been agreed in writing by Buyer and Seller, shall be final and binding. For the avoidance of doubt, if Seller fails If Sellers fail to deliver the Objection Notice a Statement of Objections before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Post-Closing Inventory Adjustment Amount, reflected in the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall Statement will be deemed to have been accepted by SellerSellers. Any portion If Sellers deliver a Statement of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of Objections before the expiration of the Review Period, Buyer and Sellers will negotiate in good faith to resolve such objections within 30 days after the delivery of the Statement of Objections (the “Resolution Period”). If all objections set forth in the Statement of Objections are resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Statement with such amounts shall changes as Buyer and Sellers may agree in writing during the Resolution Period will be deemed agreed final and binding upon the Partiesbinding. (iii) If Seller Sellers and Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice Statement of Objections before expiration of the Resolution Period, then they shall engage any amounts remaining in dispute (“Disputed Amounts” and any amounts not so disputed, the Independent Accounting Firm and submit only the remaining disputed items “Undisputed Amounts”) will be submitted for resolution to the office of Ernst & Young LLP or, if Ernst & Young LLP is unable to serve, Buyer and Sellers will appoint by mutual agreement the 23 office of an impartial nationally recognized firm of independent certified public accountants other than Sellers’ Accountants or Buyer’s Accountants (the “Independent Accounting Firm for resolution. (1Accountants”) The Independent Accounting Firm shall act who, acting as experts and not arbiters and shall determine arbitrators, will resolve the Disputed Amounts only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Post-Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable. (2) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) shall be borne by the Seller and Buyer based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer, with such fees and expenses to be paid to the Independent Accounting Firm within thirty (30) days after the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) shall be deemed agreed and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or SellerAdjustment, as the case may be, and the Closing Statement. The Independent Accountants will only decide the specific items under dispute by the Parties and their decision for each Disputed Amount must be equal to one of the values assigned to such item in writing to Seller the Closing Statement and the Statement of Objections, respectively. The Independent Accountants will make a determination as soon as practicable within 30 days (or Buyersuch other time as the Parties may agree in writing) after their engagement, as applicable. Within thirty (30) days following and their resolution of the day the Collected A/R Adjustment Amount with respect Disputed Amounts and their adjustments to the Interim Payment Date becomes Closing Statement and the Post-Closing Adjustment will be conclusive and binding upon the Parties Parties. Each of Buyer on the one hand and Sellers on the other hand will pay 50% of the fees and expenses of the Independent Accountants. Any Undisputed Amounts will be final and binding unless such amounts relate to the Disputed Amounts or could change based on the final determination of the Disputed Amounts. (iv) Except as otherwise provided in accordance this Agreement, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, will (A) be due within five Business Days of the provisions of date on which the Post-Closing Adjustment is finally determined pursuant to this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty 3.02; and (30B) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an such account designated as is directed by Buyer or SellerSellers, as the case may be, . The amount of any Post-Closing Adjustment will bear interest from and including the Closing Date to and including the date of payment at a rate per annum equal to the prime rate as published in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall Wall Street Journal in effect on the date of such payment. Such interest will be paid by wire transfer calculated daily on the basis of immediately available funds to an account designated by Buyer in writing to Seller a 365 day year and (z) the Rebate Amount shall be paid by wire transfer actual number of immediately available funds to an account designated by Seller in writing to Buyerdays elapsed. Any payments The Parties will treat any payment made pursuant to this Section ‎3.3, shall be treated 3.02 as an adjustment to the Purchase Price by the Parties for Tax purposes, purposes unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services AgreementLaw.

Examination and Review. (i) Seller After receipt of the JCC Closing Statement, Xxxx Ohio Finance shall notify Buyer within have thirty (30) days of receipt of the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement (the applicable period, the “JCC Review Period”), whether or not it accepts ) to review the JCC Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountStatement. During the JCC Review Period, Xxxx Ohio Finance and its accountants shall have full access to the books and records of JCC through the Closing Date, and work papers prepared by, the OpCo Buyer shall provide all information, Books or the OpCo Buyer’s accountants to the extent that they relate to the JCC Closing Statement and Records that Seller to such historical financial information (or its designeeto the extent in the OpCo Buyer’s possession) and/or Sunningdale relating to the JCC Closing Statement as Xxxx Ohio Finance may reasonably require request for the purpose of reviewing the JCC Closing Statement and to enable it to perform prepare a reasonable analysis JCC Statement of the Closing Inventory Adjustment AmountObjections (defined below), the Closing A/R Adjustment Amountprovided, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; providedhowever, that such access shall be in a manner that does not interfere with the normal business operations of Buyerthe OpCo Buyer or JCC. (ii) If Seller desires On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the JCC Review Period Period, Xxxx Ohio Finance may object to the JCC Closing Statement by delivering to the OpCo Buyer a notice written statement setting forth Xxxx Ohio Finance’s objections in writing reasonable detail, indicating each disputed item or amount and the basis for Xxxx Ohio Finance’s disagreement therewith (the “Objection NoticeJCC Statement of Objections”) setting forth ). If Xxxx Ohio Finance fails to deliver the item or items disputedJCC Statement of Objections before the expiration of the JCC Review Period, its reasons in reasonable detail for such disputes the JCC Closing Statement and the adjustments whichJCC Post-Closing Adjustment, as the case may be, reflected in its opinion, should the JCC Closing Statement shall be made deemed to have been accepted by Xxxx Ohio Finance and shall be final and binding on Xxxx Ohio Finance and the Closing Inventory Adjustment AmountOpCo Buyer. If Xxxx Ohio Finance delivers the JCC Statement of Objections before the expiration of the JCC Review Period, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount in order to comply with the requirements of this Section ‎3.3. The Parties OpCo Buyer and Xxxx Ohio Finance shall use reasonable efforts to meet and discuss negotiate in good faith the to resolve such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten thirty (1030) Business Days days after the delivery of the Objection Notice JCC Statement of Objections (the “JCC Resolution Period”), and, if the same are so resolved within the JCC Resolution Period, the JCC Post-Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the JCC Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, with such changes as may have been previously agreed in writing by the OpCo Buyer and Seller, Xxxx Ohio Finance shall be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If Seller Xxxx Ohio Finance and the OpCo Buyer fail to reach an agreement with respect to all of the matters set forth in the Objection Notice JCC Statement of Objections before the expiration of the JCC Resolution Period, then they any amounts remaining in dispute (“JCC Disputed Amounts”) shall engage be submitted for resolution to the office of the Independent Accounting Firm Accountant or, if the JCC Independent Accountant is unable to serve, the OpCo Buyer and submit only Xxxx Ohio Finance shall appoint by mutual agreement the remaining disputed items office of an impartial nationally recognized firm of independent certified public accountants other than any accountants previously engaged by Xxxx Ohio Finance or the OpCo Buyer (unless such previously engaged accountants are agreed to by the OpCo Buyer and Xxxx Ohio Finance, the “JCC Independent Accounting Firm for resolution. (1Accountant”) The Independent Accounting Firm shall act who, acting as experts and not arbiters and arbitrators, shall determine resolve the JCC Disputed Amounts only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the JCC Post-Closing Inventory Adjustment, as the case may be, and the JCC Closing Statement, ; provided that the Interim Settlement Statement or JCC Independent Accountant shall only decide the Final Settlement specific items under dispute by Xxxx Ohio Finance and the OpCo Buyer and its decision for each JCC Disputed Amount must be within the range of values assigned to each such item in the JCC Closing Statement and the Closing Inventory Adjustment AmountJCC Statement of Objections, respectively. Xxxx Ohio Finance and the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicableOpCo Buyer agree that all adjustments shall be made without regard to materiality. (2iv) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the JCC Independent Accounting Firm incurred in connection with the resolution of disputes pursuant to this Section ‎3.3(d)(iii) Accountant shall be borne paid by Xxxx Ohio Finance, on the one hand, and by the Seller and Buyer OpCo Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller Xxxx Ohio Finance or the OpCo Buyer, respectively, bears to the aggregate amount actually contested by Seller Xxxx Ohio Finance and the OpCo Buyer, with such fees and expenses to be paid to the . (v) The JCC Independent Accounting Firm Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as Xxxx Ohio Finance and the OpCo Buyer shall agree in writing) after its engagement, and its resolution of the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount (incorporating any agreed JCC Disputed Amounts and its adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) shall be deemed agreed and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon JCC Closing Statement or the Parties in accordance with the provisions of this Section ‎3.3(d)(iv)JCC Post-Closing Adjustment, such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer absent fraud or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3manifest error, shall be treated as an adjustment to conclusive and binding upon Xxxx Ohio Finance and the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services AgreementOpCo Buyer.

Examination and Review. (i) After receipt of the Closing Adjustment Statement, the Seller Representative shall notify Buyer within have thirty (30) days of receipt of the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement (the applicable period, the “Review Period”), whether or not it accepts ) to review the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate AmountStatement. During the Review Period, Buyer shall provide all informationthe Seller Representative and its accountants, Books legal advisors and Records that Seller (or its designee) and/or Sunningdale may reasonably require other representatives who by reason of their direct involvement have a need to enable it know the relevant information to perform a reasonable analysis render their services relating to the review of the Closing Inventory Adjustment AmountStatement shall have access to the books and records of the Surviving Company and its Subsidiaries, the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicablepersonnel of, and Buyer shall cause work papers prepared by, Parent and/or its accountants to be made available the services extent that they relate to the Closing Adjustment Statement and to such historical financial information (to the extent in Parent’s possession) relating to the Closing Adjustment Statement as the Seller Representative may reasonably request for the purpose of its employees reviewing the Closing Adjustment Statement and to prepare the Statement of Objections (as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; defined below), provided, however, that such access shall be in a manner that does not interfere with the normal business operations of BuyerParent or the Surviving Company and its Subsidiaries. (ii) If Seller desires On or prior to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period Period, the Seller Representative may object to the Closing Adjustment Statement by delivering to Parent a notice written statement setting forth its objections in writing reasonable detail, indicating each disputed item or amount and the basis for its disagreement therewith (the “Objection NoticeStatement of Objections”) setting forth ). If the item or items disputed, its reasons in reasonable detail for such disputes and Seller Representative fails to deliver the adjustments which, in its opinion, should be made to Statement of Objections before the Closing Inventory Adjustment Amountexpiration of the Review Period, the Closing A/R Adjustment AmountStatement and the Post-Closing Adjustment shall be deemed to have been accepted by the Seller Representative on behalf of the Shareholders. If the Seller Representative delivers the Statement of Objections before the expiration of the Review Period, Parent and the Collected A/R Adjustment Amount and/or the Rebate Amount in order to comply with the requirements of this Section ‎3.3. The Parties Seller Representative shall use reasonable efforts to meet and discuss negotiate in good faith the to resolve such objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten thirty (1030) Business Days days after the delivery of the Objection Notice Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount Statement and the Post-Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicableAdjustment, with such changes as may have been previously agreed in writing by Buyer Parent and Sellerthe Seller Representative, shall be final and binding. For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller. Any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount which has not been disputed by Seller pursuant to this Section ‎3.3(d)(ii) shall be paid by Seller or Buyer, as the case may be, within ten (10) Business Days of the expiration of the Resolution Period, and such amounts shall be deemed agreed and binding upon the Parties. (iii) If the Seller Representative and Buyer Parent fail to reach an agreement with respect to all of the matters set forth in the Objection Notice Statement of Objections before the expiration of the Resolution Period, then they any amounts remaining in dispute (“Disputed Amounts”) shall engage be submitted for resolution to a partner of at least ten (10) years qualified experience as a PRC Certified Public Accountant at an independent accounting firm of recognized international standing (being one of the Big Four) that is not a regular auditing firm of the Parent or the Company (the “Independent Accounting Firm and submit only the remaining disputed items to the Independent Accounting Firm for resolution. (1Accountant”) The Independent Accounting Firm shall act who, acting as experts and not arbiters and arbitrators, shall determine resolve the Disputed Amounts only those items on the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement being disputed by Buyer and Seller as of the time of engagement of the Independent Accounting Firm and make any adjustments to the Post-Closing Inventory StatementAdjustment. If the Seller Representative and Parent fail to jointly select such Independent Accountant within ten (10) calendar days of the expiration of the Resolution Period, either the Interim Settlement Statement Seller Representative or the Final Settlement Parent may apply to HKIAC to appoint an expert who meets the qualifications set forth in the proceeding sentence and such person shall become the Independent Accountant for the purpose of this Agreement. The Parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountant shall only decide the specific items under dispute by the Parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Adjustment Statement and the Closing Inventory Adjustment AmountStatement of Objections, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicablerespectively. (2iv) Buyer and Seller shall provide the Independent Accounting Firm the information in their possession or under their control as may be reasonably required by the Independent Accounting Firm to enable it to perform a reasonable analysis of the disputed items of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. (3) The Independent Accounting Firm shall determine its own procedure but shall: (i) give Seller and Buyer a reasonable opportunity to make written and oral representations to it; (ii) require that Seller and Buyer shall supply each other with copies of their written representations at the same time as they are submitted to the Independent Accounting Firm; and (iii) permit Seller and Buyer to be present when the other of them is making oral submissions to the Independent Accounting Firm and to make oral submissions in reply. The Independent Accounting Firm may, if it reasonably considers it necessary to reach its determination, instruct appraisers, solicitors and other professional advisers. (4) Promptly, but no later than thirty (30) days after engagement, the Independent Accounting Firm shall deliver a written report to Buyer and Seller as to their resolution of the disputed items, which shall include the resulting Closing Inventory Adjustment Amount, Closing A/R Adjustment Amount, Collected A/R Adjustment Amount and/or Rebate Amount incorporating such resolution. The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties. The fees and expenses of the Independent Accounting Firm Accountant (including without limitation, the fees and expenses incurred in connection with from any engagement of HKIAC to appoint the resolution of disputes Independent Accountant pursuant to this Section ‎3.3(d)(iii2.10(c)(iii) hereof) shall be borne paid by the Seller Representative (on behalf of the Shareholders), on the one hand, and Buyer by Parent, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Seller Representative or BuyerParent, respectively, bears to the aggregate amount actually contested by the Seller Representative and Buyer, with such fees and expenses to be paid to the Parent. (v) The Independent Accounting Firm Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the Parties hereto shall agree in writing) after their engagement, and their resolution of the Independent Accounting Firm’s determination. (iv) The Closing Inventory Adjustment Amount, Disputed Amounts and their adjustments to the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount Statement and/or the Rebate Amount (incorporating any agreed adjustments pursuant to Sections ‎3.3(d)(ii) and/or ‎3.3(d)(iii)) Post-Closing Adjustment shall be deemed agreed conclusive and shall be binding upon the Parties. Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable. Within thirty (30) days following the day the Collected A/R Adjustment Amount with respect to the Interim Payment Date becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Collected A/R Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. Within thirty (30) days following the day the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount with respect to the Final Payment Date become binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), (x) the Closing A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable, (y) the Collected A/R Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller and (z) the Rebate Amount shall be paid by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. Any payments made pursuant to this Section ‎3.3, shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Legal Requirements. To the extent that any portion of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount is not timely paid to Buyer in accordance with this Section ‎3.3(d)(iv), (1) such amounts (A) shall bear interest at the prime rate as disclosed in The Wall Street Journal plus nine percent (9%) per annum or, if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, until paid in full and (B) shall be payable on demand, (2) Buyer may, upon written notice to Seller and Licensor, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Licensor under the License Agreement, and (3) Buyer may, upon written notice to Seller, deduct such amounts, including any accrued and unpaid interest thereon, from payments owed by Buyer to Seller under the Transitional Services Agreementhereto.