Common use of Examination of Proposed Closing Statement Clause in Contracts

Examination of Proposed Closing Statement. (i) Seller shall have thirty (30) days after its receipt of the Proposed Closing Statement (the “Review Period”) to review the Proposed Closing Statement. During the Review Period, Buyer shall (A) provide Seller and Seller’s accountants a reasonable opportunity, on advance notice and during nonnal business hours, to consult with Buyer and Buyer’s accountants and (B) provide Seller and Seller’s accountants with reasonable access, on advance notice and during normal business hours, to all relevant books and records (subject to Seller’s execution of customary access and indemnification letters), including all work papers, trial balances and other related materials, in each case as reasonably requested by Seller or Seller’s accountants in connection with its review of the Proposed Closing Statement. Seller and its accountants may make reasonable inquiries of Buyer, the Companies and their accountants regarding questions concerning or disagreements with the Proposed Closing Statement arising in the course of its review thereof, and Buyer shall use reasonable efforts to cause any such accountants to cooperate reasonably with and respond to any such reasonable inquiries. If Seller disputes any items in the Proposed Closing Statement, Seller shall deliver written notice thereof (the “Objection Notice”) to Buyer within the Review Period, which written notice must specify in reasonable detail the reason for such disagreement and the items and amounts in dispute (or a good faith estimate thereof); provided, however, that any Objection Notice may only include objections based on (I) the failure of the Proposed Closing Statement to be prepared in accordance with the Closing Date Principles and the applicable defined terms for the Proposed Price Components and/or (II) mathematical errors in the computation of the Purchase Price or any component thereof. To the extent Seller fails to notify Buyer of any disputes in accordance with the aforementioned procedure prior to the expiration of the Review Period, then the Proposed Price Components set forth on the Proposed Closing Statement shall be final, binding, conclusive and nonappealable for all purposes of this Agreement. During the thirty (30) day period following Buyer’s receipt of any Objection Notice delivered by Seller, the Parties shall attempt in good faith to reach an agreement as to any matters properly identified in the Objection Notice as being in dispute. In furtherance of the foregoing, promptly upon the request of either Party, the Parties shall cooperate to arrange for a joint in-person conference during such thirty (30) day period to facilitate a resolution regarding any matters properly identified in the Objection Notice. The Proposed Price Components set forth in the Proposed Closing Statement shall be adjusted in accordance with any written resolution by the Parties, and such resolved matters shall be final, binding, conclusive and nonappealable for all purposes of this Agreement. (ii) If the Parties are unable to resolve one or more of the disputed items properly set forth in the Objection Notice (or disagree in good faith as to whether one or more of the disputed items was properly set forth in the Objection Notice) within thirty (30) days after Buyer’s receipt of the Objection Notice, then the Parties shall promptly (and in any event within ten (10) days after the expiration of such thirty (30) day period) retain an independent nationally or regionally recognized accounting firm as may be jointly selected by Seller and Buyer (the “Accounting Referee”) to finally and conclusively determine those matters identified in the Objection Notice that remain in dispute; provided, that if Seller and Buyer cannot agree on an Accounting Referee within thirty (30) days of delivery of the Objection Notice, then the Accounting Referee shall be chosen by the American Arbitration Association (the “AAA”), with the expenses of the AAA shared 50% by Buyer and 50% by Seller. Buyer and Seller shall each submit to the Accounting Referee for review and resolution all matters (but only such matters) that are set forth in the Objection Notice that remain in dispute. Buyer and Seller shall each agree to execute an engagement letter with reasonable terms and conditions with the Accounting Referee to review and resolve such disputed matters. Buyer and Seller shall instruct the Accounting Referee to select one of its partners experienced in purchase price adjustment disputes to make a final determination of the disputed matters and, in resolving the items that remain in dispute, the Accounting Referee shall (A) use the Closing Date Principles and shall not assign to any item in dispute a value that is (1) greater than the greatest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand, or (2) less than the smallest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand (except to the extent necessary in the belief of the Accounting Referee to reflect the Accounting Referee’s determination in accordance with the Closing Date Principles with respect to any other disputed item); (B) make its determination after reviewing all materials and submissions from the Parties; (C) render a final resolution in writing to Buyer and Seller not later than thirty (30) days following the Accounting Referee’s acceptance of its engagement, which resolution shall be final, binding, conclusive and nonappealable for all purposes of this Agreement; and (D) provide a written report to Buyer and Seller, if requested by either of them, which sets forth in reasonable detail the basis for the Accounting Referee’s final determination. The fees and expenses of the Accounting Referee shall be allocated between Buyer, on one hand, and Seller, on the other hand, based upon the percentage by which the portion of the contested amount not awarded to each of Buyer and Seller bears to the amount actually contested by such Party at the time of submission to the Accounting Referee.

Examination of Proposed Closing Statement. (i) The Seller shall have review the Proposed Closing Statement to confirm the accuracy of the Proposed Closing Statement and of the Purchaser’s calculation of the Net Working Capital. From and after the date of the Seller’s receipt of the Proposed Closing Statement until the determination of the “Final Closing Statement” (as hereinafter defined), the Purchaser shall provide the Seller and its representatives reasonable access, not unreasonably interfering with the operations of the Company Group, during normal business hours, to the personnel, properties, books and records of the Company Group. If the Seller fails to give the Purchaser written notice of any disputed amounts within thirty (30) days after its receipt of the Seller receives the Proposed Closing Statement (the “Review Period”) to review the Proposed Closing Statement. During the Review Period, Buyer shall (A) provide Seller and Seller’s accountants a reasonable opportunity, on advance notice and during nonnal business hours, to consult with Buyer and Buyer’s accountants and (B) provide Seller and Seller’s accountants with reasonable access, on advance notice and during normal business hours, to all relevant books and records (subject to Seller’s execution of customary access and indemnification letters), including all work papers, trial balances and other related materials, in each case as reasonably requested by Seller or Seller’s accountants in connection with its review of the Proposed Closing Statement. Seller and its accountants may make reasonable inquiries of Buyer, the Companies and their accountants regarding questions concerning or disagreements with then the Proposed Closing Statement arising in shall become the course of its review thereof, and Buyer shall use reasonable efforts to cause any such accountants to cooperate reasonably with and respond to any such reasonable inquiriesFinal Closing Statement for purposes hereof. If the Seller disputes any items in gives the Proposed Closing Statement, Seller shall deliver Purchaser written notice thereof (the “Objection Notice”) to Buyer of any disputed items within the Review Period, which written notice must specify in reasonable detail the reason for such disagreement Purchaser and the items and amounts in dispute (or a good faith estimate thereof); provided, however, that any Objection Notice may only include objections based on (I) the failure of the Proposed Closing Statement to be prepared in accordance with the Closing Date Principles and the applicable defined terms for the Proposed Price Components and/or (II) mathematical errors in the computation of the Purchase Price or any component thereof. To the extent Seller fails to notify Buyer of any disputes in accordance with the aforementioned procedure prior to the expiration of the Review Period, then the Proposed Price Components set forth on the Proposed Closing Statement shall be final, binding, conclusive and nonappealable for all purposes of this Agreement. During the thirty (30) day period following Buyer’s receipt of any Objection Notice delivered by Seller, the Parties shall attempt in good faith to reach an agreement as agree on any adjustments that should be made to any matters properly identified in the Objection Notice as being in dispute. In furtherance of the foregoing, promptly upon the request of either Party, the Parties shall cooperate to arrange for a joint in-person conference during such thirty (30) day period to facilitate a resolution regarding any matters properly identified in the Objection NoticeProposed Closing Statement. The Proposed Price Components set forth written notice delivered by the Seller to the Purchaser under this Section 3.4(e) shall specify in reasonable detail each item on the Proposed Closing Statement shall be adjusted in accordance with any written resolution by that the Parties, Seller disputes and a summary of the reasons for such resolved matters shall be final, binding, conclusive and nonappealable for all purposes of this Agreement. (ii) dispute. If the Parties Purchaser and the Seller are unable to resolve one or more of the any disputed items properly set forth in the Objection Notice (or disagree in good faith as to whether one or more of the disputed items was properly set forth in the Objection Notice) amounts within thirty (30) days after Buyer’s receipt of the Objection NoticeSeller receives the Proposed Closing Statement, then the Parties Purchaser and the Seller shall promptly (and in any event within ten (10) days after engage the expiration Houston, Texas office of such thirty (30) day period) retain an independent nationally or regionally recognized accounting firm as may be jointly selected by Seller and Buyer KPMG LLP (the “Accounting RefereeAudit Firm”) to finally and conclusively determine those matters identified resolve any such disputed matters. The Audit Firm shall make its determination regarding any disputed amounts by calculating such amounts in a manner consistent with GAAP as applied by the Company Group in the Objection Notice preparation of the Audited Financial Statements and the definitions of the components of Net Working Capital included in this Agreement. In connection with making the determination of the Net Working Capital, in the event that remain in dispute; providedthere is a conflict or an inconsistency between required GAAP principles and the past practice of the Company Group, that if then the GAAP methodology shall control. If issues are submitted to the Audit Firm for resolution, the Seller and Buyer cannot agree on an Accounting Referee the Purchaser shall furnish or cause to be furnished to the Audit Firm such work papers and other documents and information relating to the disputed issues as the Audit Firm may reasonably request and are available to that Party or its agents and shall be afforded the opportunity to present to the Audit Firm any material relating to the disputed issues and to discuss the issues with the Audit Firm. The decision of the Audit Firm shall be provided in writing and, if possible, be made within thirty (30) days of delivery after the engagement of the Objection Notice, then the Accounting Referee Audit Firm and shall be chosen by final and binding on the American Arbitration Association (Parties. The Proposed Closing Statement shall be revised, if necessary, to reflect the “AAA”), with the expenses of the AAA shared 50% by Buyer and 50% by Seller. Buyer and Seller shall each submit to the Accounting Referee for review and resolution all matters (but only such matters) that are set forth in the Objection Notice that remain in dispute. Buyer and Seller shall each agree to execute an engagement letter with reasonable terms and conditions with the Accounting Referee to review and resolve such disputed matters. Buyer and Seller shall instruct the Accounting Referee to select one of its partners experienced in purchase price adjustment disputes to make a final determination of the disputed matters andcomponents thereof (the final form of the Proposed Closing Statement, in resolving including any revisions which are made thereto pursuant to this Section 3.4(e), is referred to herein as the items “Final Closing Statement”). In the event that remain in disputethe Parties submit any unresolved objections to the Audit Firm for resolution, the Accounting Referee shall (A) use the Closing Date Principles and shall not assign to any item in dispute a value that is (1) greater than the greatest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand, or (2) less than the smallest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand (except to the extent necessary in the belief fees of the Accounting Referee to reflect the Accounting Referee’s determination in accordance with the Closing Date Principles with respect to any other disputed item); (B) make its determination after reviewing all materials and submissions from the Parties; (C) render a final resolution in writing to Buyer and Seller not later than thirty (30) days following the Accounting Referee’s acceptance of its engagement, which resolution Audit Firm shall be final, binding, conclusive borne fifty percent (50%) by the Purchaser and nonappealable for all purposes of this Agreement; and fifty percent (D50%) provide a written report to Buyer and by the Seller, if requested by either of them, which sets forth in reasonable detail the basis for the Accounting Referee’s final determination. The fees and expenses of the Accounting Referee shall be allocated between Buyer, on one hand, and Seller, on the other hand, based upon the percentage by which the portion of the contested amount not awarded to each of Buyer and Seller bears to the amount actually contested by such Party at the time of submission to the Accounting Referee.

Examination of Proposed Closing Statement. (i) Seller The Sellers’ Representative shall have thirty (30) days review the Proposed Closing Statement to confirm the accuracy of the Proposed Closing Statement and of the Purchaser’s calculation of the Net Working Capital. From and after its the date of the Sellers’ Representative’s receipt of the Proposed Closing Statement (until the determination of the “Review Period”) to review the Proposed Final Closing Statement. During ” (as hereinafter defined), the Review Period, Buyer Purchaser shall (A) provide Seller the Sellers’ Representative and Seller’s accountants a reasonable opportunity, on advance notice and during nonnal business hours, to consult with Buyer and Buyer’s accountants and (B) provide Seller and Seller’s accountants with its representatives reasonable access, on advance notice and during normal business hours, to all relevant the personnel, properties, books and records (subject to Seller’s execution of customary access and indemnification letters), including all work papers, trial balances and other related materials, in each case as reasonably requested by Seller or Seller’s accountants in connection with its review of the Proposed Closing StatementCompany Group. Seller The Sellers’ Representative and its accountants may make reasonable inquiries inquires of Buyer, the Companies Company Group and their its accountants regarding questions concerning or disagreements with the Proposed Closing Statement arising in the course of its review thereof, and Buyer the Purchaser shall use reasonable efforts to cause any such accountants to cooperate reasonably with and respond to any such reasonable inquiries. If Seller disputes any items in the Proposed Closing Statement, Seller shall deliver Sellers’ Representative fails to give the Purchaser written notice thereof (the “Objection Notice”) to Buyer within the Review Period, which written notice must specify in reasonable detail the reason for such disagreement and the items and amounts in dispute (or a good faith estimate thereof); provided, however, that any Objection Notice may only include objections based on (I) the failure of the Proposed Closing Statement to be prepared in accordance with the Closing Date Principles and the applicable defined terms for the Proposed Price Components and/or (II) mathematical errors in the computation of the Purchase Price or any component thereof. To the extent Seller fails to notify Buyer of any disputes in accordance with the aforementioned procedure prior to the expiration of the Review Period, then the Proposed Price Components set forth on the Proposed Closing Statement shall be final, binding, conclusive and nonappealable for all purposes of this Agreement. During the thirty (30) day period following Buyer’s receipt of any Objection Notice delivered by Seller, the Parties shall attempt in good faith to reach an agreement as to any matters properly identified in the Objection Notice as being in dispute. In furtherance of the foregoing, promptly upon the request of either Party, the Parties shall cooperate to arrange for a joint in-person conference during such thirty (30) day period to facilitate a resolution regarding any matters properly identified in the Objection Notice. The Proposed Price Components set forth in the Proposed Closing Statement shall be adjusted in accordance with any written resolution by the Parties, and such resolved matters shall be final, binding, conclusive and nonappealable for all purposes of this Agreement. (ii) If the Parties are unable to resolve one or more of the disputed items properly set forth in the Objection Notice (or disagree in good faith as to whether one or more of the disputed items was properly set forth in the Objection Notice) amounts within thirty (30) days after Buyer’s receipt of the Objection NoticeSellers’ Representative receives the Proposed Closing Statement (the “Review Period”), then the Parties Proposed Closing Statement shall promptly become the Final Closing Statement for purposes hereof. If the Sellers’ Representative gives the Purchaser written notice of any disputed items within the Review Period, the Purchaser and the Sellers’ Representative shall attempt in good faith to agree on any adjustments that should be made to the Proposed Closing Statement. The written notice delivered by the Sellers’ Representative to the Purchaser under this Section 3.4(d) shall specify in reasonable detail each item on the Proposed Closing Statement that the Sellers’ Representative disputes, a summary of the reasons for such dispute and the portion of the Proposed Closing Statement, if any, which the Sellers’ Representative does not dispute. If the Purchaser and the Sellers’ Representative are unable to resolve any disputed amounts within sixty (and in any event within ten (1060) days after the expiration Sellers’ Representative receives the Proposed Closing Statement, then the Purchaser and the Sellers’ Representative shall engage the New York office of such thirty (30) day period) retain an independent nationally or regionally recognized accounting firm as may be jointly selected by Seller and Buyer Deloitte LLP (the “Accounting RefereeAudit Firm”) to finally and conclusively determine those matters identified resolve any such disputed matters. The Audit Firm shall make its determination regarding any disputed amounts solely by calculating such amounts in a manner consistent with GAAP as applied by the Company Group in the Objection Notice preparation of the Audited Financial Statements and the definitions of the components of Net Working Capital included in this Agreement and shall not involve independent review. In connection with making the determination of the Net Working Capital, in the event that remain there is a conflict or an inconsistency between GAAP and the past practice of the Company Group, then the past practice of the Company Group shall control. If issues are submitted to the Audit Firm for resolution, the Sellers’ Representative and the Purchaser shall furnish or cause to be furnished to the Audit Firm such work papers and other documents and information relating to the disputed issues as the Audit Firm may reasonably request and are available to that party or its agents and shall be afforded the opportunity to present to the Audit Firm any material relating to the disputed issues and to discuss the issues with the Audit Firm. The decision of the Audit Firm shall be provided in dispute; provided, that if Seller writing and Buyer cannot agree on an Accounting Referee be made within thirty (30) days of delivery after the engagement of the Objection Notice, then the Accounting Referee Audit Firm and shall be chosen by final and binding on the American Arbitration Association (parties. The Proposed Closing Statement shall be revised, if necessary, to reflect the “AAA”), with the expenses of the AAA shared 50% by Buyer and 50% by Seller. Buyer and Seller shall each submit to the Accounting Referee for review and resolution all matters (but only such matters) that are set forth in the Objection Notice that remain in dispute. Buyer and Seller shall each agree to execute an engagement letter with reasonable terms and conditions with the Accounting Referee to review and resolve such disputed matters. Buyer and Seller shall instruct the Accounting Referee to select one of its partners experienced in purchase price adjustment disputes to make a final determination of the disputed matters andcomponents thereof (the final form of the Proposed Closing Statement, in resolving including any revisions which are made thereto pursuant to this Section 3.4(d), is referred to herein as the items “Final Closing Statement”). In the event that remain in disputethe parties submit any unresolved objections to the Audit Firm for resolution, the Accounting Referee shall (A) use the Closing Date Principles and shall not assign to any item in dispute a value that is (1) greater than the greatest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand, or (2) less than the smallest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand (except to the extent necessary in the belief fees of the Accounting Referee to reflect Audit Firm shall be borne by the Accounting Refereeparty whose determination of such unresolved objections was furthest from the Audit Firm’s determination in accordance with the Closing Date Principles with respect to any other disputed item); (B) make its determination after reviewing all materials and submissions from the Parties; (C) render a final resolution in writing to Buyer and Seller not later than thirty (30) days following the Accounting Referee’s acceptance of its engagement, which resolution shall be final, binding, conclusive and nonappealable for all purposes of this Agreement; and (D) provide a written report to Buyer and Seller, if requested by either of them, which sets forth in reasonable detail the basis for the Accounting Referee’s final determination. The fees and expenses of the Accounting Referee shall be allocated between Buyer, on one hand, and Seller, on the other hand, based upon the percentage by which the portion of the contested amount not awarded to each of Buyer and Seller bears to the amount actually contested by such Party at the time of submission to the Accounting Refereesame.

Examination of Proposed Closing Statement. The Sellers' Representatives shall review the Proposed Closing Statement to confirm the accuracy of the Proposed Closing Statement and of the Buyer's calculation of the Net Working Capital. In connection with such review, the Buyer will provide the Sellers' Representatives and their representatives with reasonable access to appropriate personnel, books, records, documents and other information of the Company. If the Sellers' Representatives fail to give the Buyer written notice of any disputed amounts within fifteen (i) Seller shall have thirty (3015) days after its receipt of the Sellers' Representatives receive the Proposed Closing Statement (the “"Review Period”) to review the Proposed Closing Statement. During the Review Period, Buyer shall (A) provide Seller and Seller’s accountants a reasonable opportunity, on advance notice and during nonnal business hours, to consult with Buyer and Buyer’s accountants and (B) provide Seller and Seller’s accountants with reasonable access, on advance notice and during normal business hours, to all relevant books and records (subject to Seller’s execution of customary access and indemnification letters"), including all work papers, trial balances and other related materials, in each case as reasonably requested by Seller or Seller’s accountants in connection with its review of the Proposed Closing Statement. Seller and its accountants may make reasonable inquiries of Buyer, the Companies and their accountants regarding questions concerning or disagreements with then the Proposed Closing Statement arising in shall become the course of its review thereof, and Buyer shall use reasonable efforts to cause any such accountants to cooperate reasonably with and respond to any such reasonable inquiries"Final Closing Statement" (as defined below) for purposes hereof. If Seller disputes any items in the Proposed Closing Statement, Seller shall deliver Sellers' Representatives give the Buyer written notice thereof (the “Objection Notice”) to Buyer of any disputed items within the Review Period, which written notice must specify in reasonable detail the reason for such disagreement Sellers' Representatives and the items and amounts in dispute (or a good faith estimate thereof); provided, however, that any Objection Notice may only include objections based on (I) the failure of the Proposed Closing Statement to be prepared in accordance with the Closing Date Principles and the applicable defined terms for the Proposed Price Components and/or (II) mathematical errors in the computation of the Purchase Price or any component thereof. To the extent Seller fails to notify Buyer of any disputes in accordance with the aforementioned procedure prior to the expiration of the Review Period, then the Proposed Price Components set forth on the Proposed Closing Statement shall be final, binding, conclusive and nonappealable for all purposes of this Agreement. During the thirty (30) day period following Buyer’s receipt of any Objection Notice delivered by Seller, the Parties shall attempt in good faith to reach an agreement as agree on any adjustments that should be made to any matters properly identified in the Objection Notice as being in dispute. In furtherance of the foregoing, promptly upon the request of either Party, the Parties shall cooperate to arrange for a joint in-person conference during such thirty (30) day period to facilitate a resolution regarding any matters properly identified in the Objection Notice. The Proposed Price Components set forth in the Proposed Closing Statement shall be adjusted in accordance with any written resolution by order to reflect the Parties, and such resolved matters shall be final, binding, conclusive and nonappealable for all purposes of this Agreement. (ii) Net Working Capital. If the Parties Sellers' Representatives and the Buyer are unable to resolve one or more any disputed amounts within forty-five (45) days after the Sellers' Representatives receive the Proposed Closing Statement, the Buyer and the Sellers' Representatives shall submit their final calculations of the disputed items properly in dispute to an arbitrator (the "Arbitrator") who shall be, or shall have previously been, an audit partner in a nationally recognized independent accounting firm and who shall be appointed by agreement of the Buyer and the Sellers' Representatives or, failing such agreement, by the American Arbitration Association (the "AAA") in accordance with the Commercial Arbitration Rules (the "Arbitration Rules") of the AAA. The Arbitrator shall review such final calculations and make a selection as to which of the final calculations presented to it is, in the aggregate, more accurate. The decision of the Arbitrator shall be made in accordance with the Arbitration Rules and in accordance with the terms of this Agreement, including the procedures set forth in the Objection Notice (or disagree in good faith as to whether one or more on Exhibit 3.6. The decision of the disputed items was properly set forth in the Objection Notice) Arbitrator shall be made within thirty (30) days after Buyer’s receipt of the Objection Noticebeing engaged, then the Parties shall promptly (or as soon thereafter as reasonably practicable, and in any event within ten (10) days after the expiration of such thirty (30) day period) retain an independent nationally or regionally recognized accounting firm as may be jointly selected by Seller and Buyer (the “Accounting Referee”) to finally and conclusively determine those matters identified in the Objection Notice that remain in dispute; provided, that if Seller and Buyer cannot agree on an Accounting Referee within thirty (30) days of delivery of the Objection Notice, then the Accounting Referee shall be chosen by final and binding on the American Arbitration Association (the “AAA”), with the parties. The costs and expenses of the AAA shared 50% Arbitrator shall be paid by the party whose proposed calculation is not selected by the Arbitrator. The Buyer and 50% by Seller. Buyer and Seller the Sellers' Representatives shall each submit make available to the Accounting Referee for review Arbitrator all relevant books and resolution records relating to the calculations submitted and all matters (but only such matters) that are set forth in other information reasonably requested by the Objection Notice that remain in disputeArbitrator. Buyer and Seller The Proposed Closing Statement shall each agree be revised, if necessary, to execute an engagement letter with reasonable terms and conditions with reflect the Accounting Referee to review and resolve such disputed matters. Buyer and Seller shall instruct the Accounting Referee to select one of its partners experienced in purchase price adjustment disputes to make a final determination of the disputed matters and, in resolving Net Working Capital (the items that remain in dispute, the Accounting Referee shall (A) use the Closing Date Principles and shall not assign to any item in dispute a value that is (1) greater than the greatest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand, or (2) less than the smallest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand (except to the extent necessary in the belief final form of the Accounting Referee Proposed Closing Statement, including any revisions which are made thereto pursuant to reflect this Section 3.6.4, is referred to herein as the Accounting Referee’s determination in accordance with the "Final Closing Date Principles with respect to any other disputed itemStatement"); (B) make its determination after reviewing all materials and submissions from the Parties; (C) render a final resolution in writing to Buyer and Seller not later than thirty (30) days following the Accounting Referee’s acceptance of its engagement, which resolution shall be final, binding, conclusive and nonappealable for all purposes of this Agreement; and (D) provide a written report to Buyer and Seller, if requested by either of them, which sets forth in reasonable detail the basis for the Accounting Referee’s final determination. The fees and expenses of the Accounting Referee shall be allocated between Buyer, on one hand, and Seller, on the other hand, based upon the percentage by which the portion of the contested amount not awarded to each of Buyer and Seller bears to the amount actually contested by such Party at the time of submission to the Accounting Referee.

Examination of Proposed Closing Statement. (i) Seller Sellers shall have thirty (30) review the Proposed Closing Statement to confirm the accuracy of the Proposed Closing Statement and Buyer’s calculations. If Sellers fail to give Buyer written notice of any disputed amounts within 30 days after its receipt of Sellers receive the Proposed Closing Statement (the “Review Period”) to review ), then the Proposed Closing StatementStatement shall become the Final Closing Statement for purposes hereof. During If Sellers give Buyer written notice of any disputed items within the Review Period, Buyer shall (A) provide Seller and Seller’s accountants a reasonable opportunity, on advance notice and during nonnal business hours, to consult with Buyer and Buyer’s accountants and (B) provide Seller and Seller’s accountants with reasonable access, on advance notice and during normal business hours, to all relevant books and records (subject to Seller’s execution of customary access and indemnification letters), including all work papers, trial balances and other related materials, in each case as reasonably requested by Seller or Seller’s accountants in connection with its review of the Proposed Closing Statement. Seller and its accountants may make reasonable inquiries of Buyer, the Companies and their accountants regarding questions concerning or disagreements with the Proposed Closing Statement arising in the course of its review thereof, and Buyer shall use reasonable efforts to cause any such accountants to cooperate reasonably with and respond to any such reasonable inquiries. If Seller disputes any items in the Proposed Closing Statement, Seller shall deliver written notice thereof (the “Objection Notice”) to Buyer within the Review Period, which written notice must specify in reasonable detail the reason for such disagreement and the items and amounts in dispute (or a good faith estimate thereof); provided, however, that any Objection Notice may only include objections based on (I) the failure of the Proposed Closing Statement to be prepared in accordance with the Closing Date Principles and the applicable defined terms for the Proposed Price Components and/or (II) mathematical errors in the computation of the Purchase Price or any component thereof. To the extent Seller fails to notify Buyer of any disputes in accordance with the aforementioned procedure prior to the expiration of the Review Period, then the Proposed Price Components set forth on the Proposed Closing Statement shall be final, binding, conclusive and nonappealable for all purposes of this Agreement. During the thirty (30) day period following Buyer’s receipt of any Objection Notice delivered by Seller, the Parties Sellers shall attempt in good faith to reach an agreement as agree on any adjustments that should be made to the Proposed Closing Statement. If Buyer and Sellers fail to resolve any disputed amounts within 60 days after Sellers receive the Proposed Closing Statement, Buyer and Sellers will engage the Audit Firm to resolve any such disputed matters properly identified in accordance with the Objection Notice as being terms of this Agreement, and, in dispute. In furtherance of the foregoing, promptly upon the request of either Partyconnection with such engagement Buyer, the Parties Company and Sellers shall cooperate execute any engagement, indemnity and other agreements as the Audit Firm may require as a condition to arrange for a joint in-person conference during such thirty (30) day period to facilitate a resolution regarding any matters properly identified in the Objection Noticeengagement. The Proposed Price Components Audit Firm’s engagement shall be limited to the resolution of disputed amounts set forth in the Proposed Closing Statement that have been identified by Sellers, and no other matter relating to the Final Closing Statement shall be adjusted in accordance with any written resolution subject to determination by the Parties, and such resolved matters shall be final, binding, conclusive and nonappealable for all purposes of this Agreement. (ii) If the Parties are unable to resolve one or more of the disputed items properly set forth in the Objection Notice (or disagree in good faith as to whether one or more of the disputed items was properly set forth in the Objection Notice) within thirty (30) days after Buyer’s receipt of the Objection Notice, then the Parties shall promptly (and in any event within ten (10) days after the expiration of such thirty (30) day period) retain an independent nationally or regionally recognized accounting firm as may be jointly selected by Seller and Buyer (the “Accounting Referee”) to finally and conclusively determine those matters identified in the Objection Notice that remain in dispute; provided, that if Seller and Buyer cannot agree on an Accounting Referee within thirty (30) days of delivery of the Objection Notice, then the Accounting Referee shall be chosen by the American Arbitration Association (the “AAA”), with the expenses of the AAA shared 50% by Buyer and 50% by Seller. Buyer and Seller shall each submit to the Accounting Referee for review and resolution all matters (but only such matters) that are set forth in the Objection Notice that remain in dispute. Buyer and Seller shall each agree to execute an engagement letter with reasonable terms and conditions with the Accounting Referee to review and resolve such disputed matters. Buyer and Seller shall instruct the Accounting Referee to select one of its partners experienced in purchase price adjustment disputes to make a final determination of the disputed matters and, in resolving the items that remain in dispute, the Accounting Referee shall (A) use the Closing Date Principles and shall not assign to any item in dispute a value that is (1) greater than the greatest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand, or (2) less than the smallest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand (Audit Firm except to the extent necessary in the belief affected by resolution of the Accounting Referee disputed amounts. The Parties shall cooperate diligently with any reasonable request of the Audit Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Audit Firm is engaged. If possible, the decision of the Audit Firm shall be made within 30 days after being engaged and shall be final and binding on the Parties. The Proposed Closing Statement shall be revised, if necessary, to reflect the Accounting Referee’s final determination in accordance with of Net Working Capital (the Closing Date Principles with respect to any other disputed item); (B) make its determination after reviewing all materials and submissions from the Parties; (C) render a final resolution in writing to Buyer and Seller not later than thirty (30) days following the Accounting Referee’s acceptance of its engagement, which resolution shall be final, binding, conclusive and nonappealable for all purposes of this Agreement; and (D) provide a written report to Buyer and Seller, if requested by either of them, which sets forth in reasonable detail the basis for the Accounting Referee’s final determination. The fees and expenses form of the Accounting Referee shall be allocated between BuyerProposed Closing Statement, on one handincluding any revisions that are made thereto pursuant to this Section 2.3(b), and Seller, on is referred to herein as the other hand, based upon the percentage by which the portion of the contested amount not awarded to each of Buyer and Seller bears to the amount actually contested by such Party at the time of submission to the Accounting Referee“Final Closing Statement”).

Examination of Proposed Closing Statement. (i) Seller Sellers’ Representative shall have thirty (30) review the Proposed Closing Statement to confirm the accuracy of the Proposed Closing Statement and Pueblo Holdings’ calculations. If Sellers’ Representative fails to give Pueblo Holdings written notice of any disputed amounts within 30 days after its receipt of Sellers’ Representative receives the Proposed Closing Statement (the “Review Period”) to review the Proposed Closing Statement. During the Review Period, Buyer shall (A) provide Seller and Seller’s accountants a reasonable opportunity, on advance notice and during nonnal business hours, to consult with Buyer and Buyer’s accountants and (B) provide Seller and Seller’s accountants with reasonable access, on advance notice and during normal business hours, to all relevant books and records (subject to Seller’s execution of customary access and indemnification letters), including all work papers, trial balances and other related materials, in each case as reasonably requested by Seller or Seller’s accountants in connection with its review of the Proposed Closing Statement. Seller and its accountants may make reasonable inquiries of Buyer, the Companies and their accountants regarding questions concerning or disagreements with then the Proposed Closing Statement arising in shall become the course of its review thereof, and Buyer shall use reasonable efforts to cause any such accountants to cooperate reasonably with and respond to any such reasonable inquiriesFinal Closing Statement for purposes hereof. If Seller disputes any items in the Proposed Closing Statement, Seller shall deliver Sellers’ Representative gives Pueblo Holdings written notice thereof (the “Objection Notice”) to Buyer of any disputed items within the Review Period, which written notice must specify in reasonable detail the reason for such disagreement Pueblo Holdings and the items and amounts in dispute (or a good faith estimate thereof); provided, however, that any Objection Notice may only include objections based on (I) the failure of the Proposed Closing Statement to be prepared in accordance with the Closing Date Principles and the applicable defined terms for the Proposed Price Components and/or (II) mathematical errors in the computation of the Purchase Price or any component thereof. To the extent Seller fails to notify Buyer of any disputes in accordance with the aforementioned procedure prior to the expiration of the Review Period, then the Proposed Price Components set forth on the Proposed Closing Statement shall be final, binding, conclusive and nonappealable for all purposes of this Agreement. During the thirty (30) day period following Buyer’s receipt of any Objection Notice delivered by Seller, the Parties Sellers’ Representative shall attempt in good faith to reach an agreement agree on any adjustments that should be made to the Proposed Closing Statement. If Pueblo Holdings and Sellers’ Representative fail to resolve any disputed amounts within 60 days after Sellers’ Representative receives the Proposed Closing Statement, Pueblo Holdings and Sellers’ Representative will engage the Audit Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement Pueblo Holdings, Pueblo and Sellers’ Representative shall execute any engagement, indemnity and other agreements as the Audit Firm may require as a condition to any matters properly identified in the Objection Notice as being in dispute. In furtherance of the foregoing, promptly upon the request of either Party, the Parties shall cooperate to arrange for a joint in-person conference during such thirty (30) day period to facilitate a resolution regarding any matters properly identified in the Objection Noticeengagement. The Proposed Price Components Audit Firm’s engagement shall be limited to the resolution of disputed amounts set forth in the Proposed Closing Statement that have been identified by Sellers’ Representative, and no other matter relating to the Final Closing Statement shall be adjusted in accordance with any written resolution subject to determination by the Parties, and such resolved matters shall be final, binding, conclusive and nonappealable for all purposes of this Agreement. (ii) If the Parties are unable to resolve one or more of the disputed items properly set forth in the Objection Notice (or disagree in good faith as to whether one or more of the disputed items was properly set forth in the Objection Notice) within thirty (30) days after Buyer’s receipt of the Objection Notice, then the Parties shall promptly (and in any event within ten (10) days after the expiration of such thirty (30) day period) retain an independent nationally or regionally recognized accounting firm as may be jointly selected by Seller and Buyer (the “Accounting Referee”) to finally and conclusively determine those matters identified in the Objection Notice that remain in dispute; provided, that if Seller and Buyer cannot agree on an Accounting Referee within thirty (30) days of delivery of the Objection Notice, then the Accounting Referee shall be chosen by the American Arbitration Association (the “AAA”), with the expenses of the AAA shared 50% by Buyer and 50% by Seller. Buyer and Seller shall each submit to the Accounting Referee for review and resolution all matters (but only such matters) that are set forth in the Objection Notice that remain in dispute. Buyer and Seller shall each agree to execute an engagement letter with reasonable terms and conditions with the Accounting Referee to review and resolve such disputed matters. Buyer and Seller shall instruct the Accounting Referee to select one of its partners experienced in purchase price adjustment disputes to make a final determination of the disputed matters and, in resolving the items that remain in dispute, the Accounting Referee shall (A) use the Closing Date Principles and shall not assign to any item in dispute a value that is (1) greater than the greatest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand, or (2) less than the smallest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand (Audit Firm except to the extent necessary in the belief affected by resolution of the Accounting Referee disputed amounts. The Parties shall cooperate diligently with any reasonable request of the Audit Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Audit Firm is engaged. If possible, the decision of the Audit Firm shall be made within 30 days after being engaged. In any event, the decision shall be final and binding on the Parties. The Proposed Closing Statement shall be revised, if necessary, to reflect the Accounting Referee’s final determination in accordance with the Closing Date Principles with respect to any other disputed item); of (Bi) make its determination after reviewing all materials and submissions from the Parties; Net Working Capital, (Cii) render a final resolution in writing to Buyer and Seller not later than thirty Debt Payoff Amount, (30iii) days following the Accounting Referee’s acceptance of its engagement, which resolution shall be final, binding, conclusive and nonappealable for all purposes of this Agreement; Expenses and (Div) provide a written report to Buyer and Seller, if requested by either of them, which sets forth in reasonable detail the basis for the Accounting Referee’s final determination. The fees and expenses Cash Amount of the Accounting Referee shall be allocated between Buyer, on one hand, and Seller, on Aggregate Consideration (the other hand, based upon the percentage by which the portion final form of the contested amount not awarded Proposed Closing Statement, including any revisions that are made thereto pursuant to each of Buyer and Seller bears this Section 2.3(c), is referred to herein as the amount actually contested by such Party at the time of submission to the Accounting Referee“Final Closing Statement”).

Examination of Proposed Closing Statement. (i) Seller Sellers shall have review the Proposed Closing Statement to confirm the accuracy of the Proposed Closing Statement and Buyer’s calculations. If Sellers fail to give Buyer written notice of any disputed amounts within thirty (30) days after its receipt of Sellers receive the Proposed Closing Statement (the “Review Period”) to review ), then the Proposed Closing StatementStatement shall become the Final Closing Statement for purposes hereof. During If Sellers give Buyer written notice of any disputed items within the Review Period, Buyer shall (A) provide Seller and Seller’s accountants a reasonable opportunity, on advance notice and during nonnal business hours, to consult with Buyer and Buyer’s accountants and (B) provide Seller and Seller’s accountants with reasonable access, on advance notice and during normal business hours, to all relevant books and records (subject to Seller’s execution of customary access and indemnification letters), including all work papers, trial balances and other related materials, in each case as reasonably requested by Seller or Seller’s accountants in connection with its review of the Proposed Closing Statement. Seller and its accountants may make reasonable inquiries of Buyer, the Companies and their accountants regarding questions concerning or disagreements with the Proposed Closing Statement arising in the course of its review thereof, and Buyer shall use reasonable efforts to cause any such accountants to cooperate reasonably with and respond to any such reasonable inquiries. If Seller disputes any items in the Proposed Closing Statement, Seller shall deliver written notice thereof (the “Objection Notice”) to Buyer within the Review Period, which written notice must specify in reasonable detail the reason for such disagreement and the items and amounts in dispute (or a good faith estimate thereof); provided, however, that any Objection Notice may only include objections based on (I) the failure of the Proposed Closing Statement to be prepared in accordance with the Closing Date Principles and the applicable defined terms for the Proposed Price Components and/or (II) mathematical errors in the computation of the Purchase Price or any component thereof. To the extent Seller fails to notify Buyer of any disputes in accordance with the aforementioned procedure prior to the expiration of the Review Period, then the Proposed Price Components set forth on the Proposed Closing Statement shall be final, binding, conclusive and nonappealable for all purposes of this Agreement. During the thirty (30) day period following Buyer’s receipt of any Objection Notice delivered by Seller, the Parties Sellers shall attempt in good faith to reach an agreement as agree on any adjustments that should be made to any matters properly identified the Proposed Closing Statement. Any amounts in the Objection Notice as being in disputeProposed Closing Statement with respect to which Sellers do not give written notice of objection during the Review Period shall be deemed to be agreed upon among the Parties. In furtherance of If Buyer and Sellers fail to resolve any disputed amounts within sixty (60) days after Sellers receive the foregoingProposed Closing Statement, promptly Buyer and Sellers, upon the written request of Buyer or either PartySeller, will engage the Parties Audit Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement Buyer, Sellers and Crude JV shall cooperate execute any engagement, indemnity and other agreements as the Audit Firm may require as a condition to arrange for a joint in-person conference during such thirty (30) day period to facilitate a resolution regarding any matters properly identified in the Objection Noticeengagement. The Proposed Price Components Audit Firm’s engagement shall be limited to the resolution of disputed amounts set forth in the Proposed Closing Statement that have been identified by Sellers, the Audit Firm shall not assign a value to any disputed item submitted to it for determination greater or less than the amount claimed by Buyer or Sellers, as applicable, and no other matter relating to the Final Closing Statement shall be adjusted in accordance subject to determination by the Audit Firm. The Parties shall cooperate diligently with any written resolution by reasonable request of the PartiesAudit Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Audit Firm is engaged. If possible, and such resolved matters the decision of the Audit Firm shall be final, binding, conclusive and nonappealable for all purposes of this Agreement. (ii) If the Parties are unable to resolve one or more of the disputed items properly set forth in the Objection Notice (or disagree in good faith as to whether one or more of the disputed items was properly set forth in the Objection Notice) made within thirty (30) days after Buyer’s receipt being engaged. In any event, (i) the decision of the Objection Notice, then Audit Firm shall be final and binding on the Parties absent manifest error, (ii) if applicable, the Proposed Closing Statement shall promptly (and in any event within ten (10) days after be revised to reflect the expiration of such thirty (30) day period) retain an independent nationally or regionally recognized accounting firm as may be jointly selected by Seller and Buyer (the “Accounting Referee”) to finally and conclusively determine those matters identified in the Objection Notice that remain in dispute; provided, that if Seller and Buyer cannot agree on an Accounting Referee within thirty (30) days of delivery final decision of the Objection Notice, then the Accounting Referee shall be chosen by the American Arbitration Association (the “AAA”), Audit Firm with the expenses of the AAA shared 50% by Buyer and 50% by Seller. Buyer and Seller shall each submit respect to the Accounting Referee for review and resolution all matters (but only such matters) that are set forth in the Objection Notice that remain in dispute. Buyer and Seller shall each agree to execute an engagement letter with reasonable terms and conditions with the Accounting Referee to review and resolve such disputed matters. Buyer and Seller shall instruct the Accounting Referee to select one of its partners experienced in purchase price adjustment disputes to make a final determination of the disputed matters and, in resolving the items that remain in dispute, the Accounting Referee shall (A) use the Closing Date Principles and shall not assign to any item in dispute a value that is Net Working Capital, (1B) greater than the greatest value for such item assigned by BuyerReimbursable Capex, on the one hand(C) Expenses, or Seller, on the other hand, or (2) less than the smallest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand (except to the extent necessary in not paid prior to the belief of the Accounting Referee to reflect the Accounting Referee’s determination in accordance with the Closing Date Principles with respect to any other disputed item); (B) make its determination after reviewing all materials and submissions from the Parties; (C) render a final resolution in writing to Buyer and Seller not later than thirty (30) days following the Accounting Referee’s acceptance of its engagementMeasurement Time, which resolution shall be final, binding, conclusive and nonappealable for all purposes of this Agreement; and (D) provide a written report the Cash Amount, and (iii) other than changes to Buyer and Seller, if requested by either of them, which sets forth in reasonable detail the basis for the Accounting Referee’s Proposed Closing Statement to reflect such final determination. The fees and expenses decision of the Accounting Referee Audit Firm, there shall be allocated between Buyer, on one hand, and Seller, on no further adjustments to the other hand, based upon Proposed Closing Statement (the percentage by which the portion final form of the contested amount not awarded Proposed Closing Statement, including any revisions that are made thereto pursuant to each of Buyer and Seller bears this Section 2.3(c), is referred to herein as the amount actually contested by such Party at the time of submission to the Accounting Referee“Final Closing Statement”).

Examination of Proposed Closing Statement. (i) The Seller shall have thirty (30) days after its receipt review the Proposed Closing Statement to confirm the accuracy of the Proposed Closing Statement (and of the “Review Period”) to review the Proposed Closing Statement. During the Review Period, Buyer shall (A) provide Seller and Seller’s accountants a reasonable opportunity, on advance notice and during nonnal business hours, to consult with Buyer and Buyer’s accountants and (B) provide Seller and Seller’s accountants with reasonable access, on advance notice and during normal business hours, to all relevant books and records (subject to Seller’s execution of customary access and indemnification letters), including all work papers, trial balances and other related materials, in each case as reasonably requested by Seller or Seller’s accountants in connection with its review calculation of the Proposed Closing StatementNet Working Capital. Unless the Seller and its accountants may make reasonable inquiries of Buyer, notifies the Companies and their accountants regarding questions concerning or disagreements with the Proposed Closing Statement arising in the course of its review thereof, and Buyer shall use reasonable efforts to cause any such accountants to cooperate reasonably with and respond to any such reasonable inquiries. If Seller disputes any items in the Proposed Closing Statement, Seller shall deliver written notice thereof (the “Objection Notice”) to Buyer within the Review Period, which written notice must specify in reasonable detail the reason for such disagreement and the items and amounts in dispute (or a good faith estimate thereof); provided, however, that any Objection Notice may only include objections based on (I) the failure of the Proposed Closing Statement to be prepared in accordance with the Closing Date Principles and the applicable defined terms for the Proposed Price Components and/or (II) mathematical errors in the computation of the Purchase Price or any component thereof. To the extent Seller fails to notify Buyer of any disputes in accordance with the aforementioned procedure prior to the expiration of the Review Period, then the Proposed Price Components set forth on the Proposed Closing Statement shall be final, binding, conclusive and nonappealable for all purposes of this Agreement. During the thirty (30) day period following Buyer’s receipt of any Objection Notice delivered by Seller, the Parties shall attempt in good faith to reach an agreement as to any matters properly identified in the Objection Notice as being in dispute. In furtherance of the foregoing, promptly upon the request of either Party, the Parties shall cooperate to arrange for a joint in-person conference during such thirty (30) day period to facilitate a resolution regarding any matters properly identified in the Objection Notice. The Proposed Price Components set forth in the Proposed Closing Statement shall be adjusted in accordance with any written resolution by the Parties, and such resolved matters shall be final, binding, conclusive and nonappealable for all purposes of this Agreement. (ii) If the Parties are unable to resolve one or more of the disputed items properly set forth in the Objection Notice (or disagree in good faith as to whether one or more of the disputed items was properly set forth in the Objection Notice) within thirty (30) days after Buyerthe Seller’s receipt of the Objection NoticeProposed Closing Statement that it objects to the computation of Net Working Capital set forth therein, then the Parties Proposed Closing Statement shall promptly (become the Final Closing Statement for purposes hereof. Subject to appropriate provisions regarding confidentiality, the Seller shall have access to the books and records of the Buyer during regular business hours for the sole purpose of verifying the computation of Net Working Capital. If the Seller notifies the Buyer in any event within ten (10) days after the expiration of such thirty (30) day period) retain an independent nationally or regionally recognized accounting firm as may be jointly selected by Seller and Buyer (the “Accounting Referee”) to finally and conclusively determine those matters identified in the Objection Notice that remain in dispute; provided, that if Seller and Buyer cannot agree on an Accounting Referee writing within thirty (30) days of delivery after receipt of the Objection NoticeProposed Closing Statement that it objects to the computation of Net Working Capital set forth therein, then the Accounting Referee amount of Net Working Capital shall be chosen determined by negotiation between the American Arbitration Association Seller and the Buyer. If the Seller and the Buyer are unable to reach agreement within thirty (30) business days after such notification, the determination of the amount of Net Working Capital shall be submitted to a mutually agreeable third-party firm of independent certified public accountants of national reputation (the “AAASpecial Accountant”), with the expenses of the AAA shared 50% by Buyer and 50% by Seller. Buyer and Seller shall each submit to the Accounting Referee ) for review and resolution all matters (but only such matters) that are set forth in the Objection Notice that remain in dispute. Buyer and Seller shall each agree to execute an engagement letter with reasonable terms and conditions with the Accounting Referee to review and resolve such disputed matters. Buyer and Seller shall instruct the Accounting Referee to select one of its partners experienced in purchase price adjustment disputes to make a final determination of the disputed matters and, in resolving the items that remain in dispute, the Accounting Referee shall (A) use the Closing Date Principles and shall not assign to any item in dispute a value that is (1) greater than the greatest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand, or (2) less than the smallest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand (except to the extent necessary in the belief of the Accounting Referee to reflect the Accounting Referee’s determination in accordance with the Closing Date Principles with respect to any other disputed item); (B) make its definitions of the components of Net Working Capital included in this Agreement, and such determination after reviewing all materials shall be binding and submissions from conclusive on the Parties; (C) render a final resolution parties. The decision of the Special Accountant shall be provided in writing to Buyer and Seller not later than and, if possible, be made within thirty (30) days following after the Accounting Referee’s acceptance engagement of its engagement, which resolution the Special Accountant and shall be final, binding, conclusive final and nonappealable for all purposes of this Agreement; and (D) provide a written report to Buyer and Sellerbinding on the parties. The Proposed Closing Statement shall be revised, if requested by either of themnecessary, which sets forth in reasonable detail to reflect the basis for the Accounting Referee’s final determination. The fees and expenses determination of the Accounting Referee shall be allocated between Buyer, on one hand, and Seller, on Net Working Capital (the other hand, based upon the percentage by which the portion final form of the contested amount not awarded Proposed Closing Statement, including any revisions which are made thereto pursuant to each of Buyer and Seller bears this Section 2.02(e), is referred to herein as the amount actually contested by such Party at the time of submission to the Accounting Referee“Final Closing Statement”).

Examination of Proposed Closing Statement. (i) Seller Member shall have thirty (30) review the Proposed Closing Statement to confirm the accuracy of the Proposed Closing Statement and Regency’s calculations. If Member fails to give Regency written notice of any disputed amounts within 45 days after its receipt of Member receives the Proposed Closing Statement (the “Review Period”) ), then the Proposed Closing Statement shall become the Final Closing Statement for purposes hereof. If Member gives Regency written notice of any disputed items within the Review Period, Regency and Member shall attempt in good faith to review agree on any adjustments that should be made to the Proposed Closing Statement. During the Review Period, Buyer shall (A) provide Seller If Regency and Seller’s accountants a reasonable opportunity, on advance Member fail to resolve any disputed amounts within 30 days after Member gives Regency notice and during nonnal business hours, to consult with Buyer and Buyer’s accountants and (B) provide Seller and Seller’s accountants with reasonable access, on advance notice and during normal business hours, to all relevant books and records (subject to Seller’s execution of customary access and indemnification letters), including all work papers, trial balances and other related materials, in each case as reasonably requested by Seller or Seller’s accountants in connection with its review of the Proposed Closing Statement. Seller and its accountants may make reasonable inquiries of Buyer, the Companies and their accountants regarding questions concerning or disagreements with the Proposed Closing Statement arising in the course of its review thereof, and Buyer shall use reasonable efforts to cause any such accountants to cooperate reasonably with and respond to any such reasonable inquiries. If Seller disputes any items disputed amounts in the Proposed Closing Statement, Seller shall deliver written notice thereof (Regency and Member will engage the “Objection Notice”) Audit Firm to Buyer within the Review Period, which written notice must specify in reasonable detail the reason for resolve any such disagreement and the items and amounts in dispute (or a good faith estimate thereof); provided, however, that any Objection Notice may only include objections based on (I) the failure of the Proposed Closing Statement to be prepared disputed matters in accordance with the Closing Date Principles and the applicable defined terms for the Proposed Price Components and/or (II) mathematical errors in the computation of the Purchase Price or any component thereof. To the extent Seller fails to notify Buyer of any disputes in accordance with the aforementioned procedure prior to the expiration of the Review Period, then the Proposed Price Components set forth on the Proposed Closing Statement shall be final, binding, conclusive and nonappealable for all purposes of this Agreement. During the thirty (30) day period following Buyer’s receipt of any Objection Notice delivered by Seller, and, in connection with such engagement Regency, the Parties Surviving Company and Member shall attempt in good faith execute any engagement, indemnity and other agreements as the Audit Firm may require as a condition to reach an agreement as to any matters properly identified in the Objection Notice as being in dispute. In furtherance of the foregoing, promptly upon the request of either Party, the Parties shall cooperate to arrange for a joint in-person conference during such thirty (30) day period to facilitate a resolution regarding any matters properly identified in the Objection Noticeengagement. The Proposed Price Components Audit Firm’s engagement shall be limited to the resolution of disputed amounts set forth in the Proposed Closing Statement that have been identified by Member, which resolution shall be adjusted in accordance with any written resolution this Agreement including the Sample Balance Sheet, and no other matter relating to the Proposed Closing Statement shall be subject to determination by the Parties, and such resolved matters shall be final, binding, conclusive and nonappealable for all purposes of this Agreement. (ii) If Audit Firm except to the Parties are unable to resolve one or more extent affected by resolution of the disputed items properly set forth in the Objection Notice (or disagree in good faith as to whether one or more of the amounts. In resolving any disputed items was properly set forth in the Objection Notice) within thirty (30) days after Buyer’s receipt of the Objection Notice, then the Parties shall promptly (and in any event within ten (10) days after the expiration of such thirty (30) day period) retain an independent nationally or regionally recognized accounting firm as may be jointly selected by Seller and Buyer (the “Accounting Referee”) to finally and conclusively determine those matters identified in the Objection Notice that remain in dispute; provided, that if Seller and Buyer cannot agree on an Accounting Referee within thirty (30) days of delivery of the Objection Notice, then the Accounting Referee shall be chosen by the American Arbitration Association (the “AAA”), with the expenses of the AAA shared 50% by Buyer and 50% by Seller. Buyer and Seller shall each submit to the Accounting Referee for review and resolution all matters (but only such matters) that are set forth in the Objection Notice that remain in dispute. Buyer and Seller shall each agree to execute an engagement letter with reasonable terms and conditions with the Accounting Referee to review and resolve such disputed matters. Buyer and Seller shall instruct the Accounting Referee to select one of its partners experienced in purchase price adjustment disputes to make a final determination of the disputed matters and, in resolving the items that remain in disputeitem, the Accounting Referee shall (A) use the Closing Date Principles and Audit Firm shall not assign a value to any item in dispute a value that is (1) greater than the greatest value for such item assigned claimed by Buyer, on the one hand, either Party or Seller, on the other hand, or (2) less than the smallest value for such item assigned claimed by Buyer, either Party. The Parties agree that the adjustments contemplated by this Section 2.8 are intended to show the change between the Estimated Net Working Capital and the actual Net Working Capital and actual Expenses and Debt Payoff Amount as compared to Expenses and Debt Payoff Amount set forth on the one handEstimated Closing Statement and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Audit Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Audit Firm is engaged. If possible, or Seller, the decision of the Audit Firm shall be made within 30 days after being engaged. The decision of the Audit Firm shall be set forth in a written statement delivered to Member and Regency and shall be final and binding on the other hand (except to Parties, absent fraud or manifest error. Judgment may be entered on the extent necessary decision of the Audit Firm in any court of competent jurisdiction. The Proposed Closing Statement, in the belief of form agreed to by the Accounting Referee to reflect Parties as final, in the Accounting Referee’s determination form deemed in accordance with the Closing Date Principles with respect to any other disputed item); (B) make its determination after reviewing all materials and submissions from the Parties; (C) render a final resolution in writing to Buyer and Seller not later than thirty (30) days following the Accounting Referee’s acceptance of its engagement, which resolution shall be final, binding, conclusive and nonappealable for all purposes second sentence of this Agreement; and (DSection 2.8(c) provide a written report to Buyer and Selleras final or as revised, if requested necessary, to reflect the final determination by either of themthe Audit Firm, which sets forth in reasonable detail as applicable, is referred to herein as the basis for the Accounting Referee’s final determination. The fees and expenses of the Accounting Referee shall be allocated between Buyer, on one hand, and Seller, on the other hand, based upon the percentage by which the portion of the contested amount not awarded to each of Buyer and Seller bears to the amount actually contested by such Party at the time of submission to the Accounting Referee“Final Closing Statement”).

Examination of Proposed Closing Statement. (i) Seller Sellers’ Representative shall have review the Proposed Closing Statement to confirm the accuracy of the Proposed Closing Statement and Buyer’s calculations therein. If Sellers’ Representative fails to give Buyer written notice of any disputed amounts within thirty (30) days after its receipt of Sellers’ Representative receives the Proposed Closing Statement (the “Review Period”) to review ), then the Proposed Closing StatementStatement shall become the Final Closing Statement for purposes hereof. During If Sellers’ Representative gives Buyer written notice of any disputed item within the Review Period, Buyer shall (A) provide Seller and Seller’s accountants a reasonable opportunity, on advance notice and during nonnal business hours, to consult with Buyer and Buyer’s accountants and (B) provide Seller and Seller’s accountants with reasonable access, on advance notice and during normal business hours, to all relevant books and records (subject to Seller’s execution of customary access and indemnification letters), including all work papers, trial balances and other related materials, in each case as reasonably requested by Seller or Seller’s accountants in connection with its review of the Proposed Closing Statement. Seller and its accountants may make reasonable inquiries of Buyer, the Companies and their accountants regarding questions concerning or disagreements with the Proposed Closing Statement arising in the course of its review thereof, and Buyer shall use reasonable efforts to cause any such accountants to cooperate reasonably with and respond to any such reasonable inquiries. If Seller disputes any items in the Proposed Closing Statement, Seller shall deliver written notice thereof (the “Objection Notice”) to Buyer within the Review Period, which written notice must specify in reasonable detail the reason for such disagreement and the items and amounts in dispute (or a good faith estimate thereof); provided, however, that any Objection Notice may only include objections based on (I) the failure of the Proposed Closing Statement to be prepared in accordance with the Closing Date Principles and the applicable defined terms for the Proposed Price Components and/or (II) mathematical errors in the computation of the Purchase Price or any component thereof. To the extent Seller fails to notify Buyer of any disputes in accordance with the aforementioned procedure prior to the expiration of the Review Period, then the Proposed Price Components set forth on the Proposed Closing Statement shall be final, binding, conclusive and nonappealable for all purposes of this Agreement. During the thirty (30) day period following Buyer’s receipt of any Objection Notice delivered by Seller, the Parties Sellers’ Representative shall attempt in good faith to reach an agreement as agree on any adjustments that should be made to the Proposed Closing Statement. If Buyer and Sellers’ Representative fail to resolve any matters properly identified in disputed amounts within fifteen (15) days after the Objection Notice as being in dispute. In furtherance end of the foregoingReview Period, promptly upon Buyer and Sellers’ Representative will engage the request Audit Firm to resolve any such disputed matters in accordance with the terms of either Partythis Agreement, and, in connection with such engagement, Buyer and Sellers’ Representative shall execute any engagement, indemnity or other agreements as the Parties shall cooperate Audit Firm may require as a condition to arrange for a joint in-person conference during such thirty (30) day period to facilitate a resolution regarding any matters properly identified in the Objection Noticeengagement. The Proposed Price Components Audit Firm’s engagement shall be limited to the resolution of disputed amounts set forth in the Proposed Closing Statement that have been identified by Sellers’ Representative, and no other matter relating to the Proposed Closing Statement shall be adjusted in accordance with any written resolution subject to determination by the Parties, and such resolved matters shall be final, binding, conclusive and nonappealable for all purposes of this Agreement. (ii) If Audit Firm except to the Parties are unable to resolve one or more extent affected by resolution of the disputed items properly set forth in the Objection Notice (or disagree in good faith as to whether one or more of the disputed items was properly set forth in the Objection Notice) within thirty (30) days after Buyer’s receipt of the Objection Notice, then the Parties shall promptly (and in amounts. In resolving any event within ten (10) days after the expiration of such thirty (30) day period) retain an independent nationally or regionally recognized accounting firm as may be jointly selected by Seller and Buyer (the “Accounting Referee”) to finally and conclusively determine those matters identified in the Objection Notice that remain in dispute; provided, that if Seller and Buyer cannot agree on an Accounting Referee within thirty (30) days of delivery of the Objection Notice, then the Accounting Referee shall be chosen by the American Arbitration Association (the “AAA”), with the expenses of the AAA shared 50% by Buyer and 50% by Seller. Buyer and Seller shall each submit to the Accounting Referee for review and resolution all matters (but only such matters) that are set forth in the Objection Notice that remain in dispute. Buyer and Seller shall each agree to execute an engagement letter with reasonable terms and conditions with the Accounting Referee to review and resolve such disputed matters. Buyer and Seller shall instruct the Accounting Referee to select one of its partners experienced in purchase price adjustment disputes to make a final determination of the disputed matters and, in resolving the items that remain in disputeitem, the Accounting Referee shall (A) use the Closing Date Principles and shall Audit Firm may not assign a value to any item in dispute a value that is (1) greater than the greatest value for such item assigned claimed by Buyer, on the one hand, a Party or Seller, on the other hand, or (2) less lower than the smallest lowest value for such item assigned claimed by Buyer, on the one hand, a Party. The Audit Firm may not award damages or Seller, on the other hand (except to the extent necessary in the belief penalties. Buyer and Sellers’ Representative shall cooperate diligently with any reasonable request of the Accounting Referee Audit Firm in an effort to reflect resolve any disputed matter as soon as reasonably possible after the Accounting Referee’s determination in accordance Audit Firm is engaged, but neither such party will have ex parte meetings, teleconferences or other correspondence with the Closing Date Principles Audit Firm, as it is intended for each of Sellers’ Representative and Buyer to be included in all discussions and correspondence with respect to any other disputed item); (B) make its determination after reviewing all materials and submissions from the Parties; (C) render a final resolution in writing to Buyer and Seller not later than Audit Firm. If possible, the decision of the Audit Firm shall be made within thirty (30) days following after being engaged, or as soon as possible thereafter. In any event, the Accounting Referee’s acceptance final decision of its engagement, which resolution the Audit Firm shall be final, binding, conclusive final and nonappealable for all purposes binding on the Parties. The provisions in this Section 2.3(c) shall be the Parties’ sole and exclusive remedy with respect to any disputes in connection with determinations of this Agreement; the Final Purchase Price and (D) provide a written report to Buyer and Sellerthe Final Closing Statement. The Proposed Closing Statement shall be revised, if requested by either necessary, to reflect the final determination of themthe Parties or the Audit Firm, which sets forth in reasonable detail as applicable (the basis for final form of the Accounting Referee’s final determinationProposed Closing Statement, including any revisions that are made thereto pursuant to this Section 2.3(c), is referred to herein as the “Final Closing Statement”). The fees and expenses of Purchase Price as calculated pursuant to the Accounting Referee Final Closing Statement shall be allocated between Buyer, on one hand, and Seller, on referred to herein as the other hand, based upon the percentage by which the portion of the contested amount not awarded to each of Buyer and Seller bears to the amount actually contested by such Party at the time of submission to the Accounting Referee“Final Purchase Price.”

Examination of Proposed Closing Statement. (i) Seller Parent shall have thirty (30) review the Proposed Closing Statement to confirm the accuracy of the Proposed Closing Statement and Buyer's calculations. If Parent fails to give Buyer written notice of any disputed amounts within 30 days after its receipt of Parent receives the Proposed Closing Statement (the “"Review Period”) to review "), then the Proposed Closing StatementStatement shall become the Final Closing Statement for purposes hereof. During If Parent gives Buyer written notice of any disputed items within the Review Period, Buyer shall (A) provide Seller and Seller’s accountants a reasonable opportunity, on advance notice and during nonnal business hours, to consult with Buyer and Buyer’s accountants and (B) provide Seller and Seller’s accountants with reasonable access, on advance notice and during normal business hours, to all relevant books and records (subject to Seller’s execution of customary access and indemnification letters), including all work papers, trial balances and other related materials, in each case as reasonably requested by Seller or Seller’s accountants in connection with its review of the Proposed Closing Statement. Seller and its accountants may make reasonable inquiries of Buyer, the Companies and their accountants regarding questions concerning or disagreements with the Proposed Closing Statement arising in the course of its review thereof, and Buyer shall use reasonable efforts to cause any such accountants to cooperate reasonably with and respond to any such reasonable inquiries. If Seller disputes any items in the Proposed Closing Statement, Seller shall deliver written notice thereof (the “Objection Notice”) to Buyer within the Review Period, which written notice must specify in reasonable detail the reason for such disagreement and the items and amounts in dispute (or a good faith estimate thereof); provided, however, that any Objection Notice may only include objections based on (I) the failure of the Proposed Closing Statement to be prepared in accordance with the Closing Date Principles and the applicable defined terms for the Proposed Price Components and/or (II) mathematical errors in the computation of the Purchase Price or any component thereof. To the extent Seller fails to notify Buyer of any disputes in accordance with the aforementioned procedure prior to the expiration of the Review Period, then the Proposed Price Components set forth on the Proposed Closing Statement shall be final, binding, conclusive and nonappealable for all purposes of this Agreement. During the thirty (30) day period following Buyer’s receipt of any Objection Notice delivered by Seller, the Parties Parent shall attempt in good faith to reach an agreement agree on any adjustments that should be made to the Proposed Closing Statement. If Buyer and Parent fail to resolve any disputed amounts within 60 days after Parent receives the Proposed Closing Statement, Buyer and Parent will engage the Audit Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and in connection with such engagement Buyer, Regency and Parent shall execute any engagement, indemnity and other agreements as the Audit Firm may require as a condition to any matters properly identified in the Objection Notice as being in disputesuch engagement. In furtherance of the foregoing, promptly upon the request of either Party, the The Parties shall cooperate diligently with any reasonable request of the Audit Firm in an effort to arrange for a joint in-person conference during such thirty (30) day period to facilitate a resolution regarding resolve any matters properly identified in disputed matter as soon as reasonably possible after the Objection NoticeAudit Firm is engaged. If possible, the decision of the Audit Firm shall be made within 30 days after being engaged and shall be final and binding on the Parties. The Proposed Price Components set forth in the Proposed Closing Statement shall be adjusted in accordance with any written resolution by revised, if necessary, to reflect the Partiesfinal determination of (i) Capital Expenditures, and such resolved matters shall be final, binding, conclusive and nonappealable for all purposes of this Agreement. (ii) If Net Working Capital, (iii) Reimbursable Acquisition Expenditures, if any, (iv) the Parties are unable to resolve one or more Payoff Amount, (v) Expenses, the Severance Obligations Adjustment Amount and Change of Control Amounts, if any, (vi) the Purchase Price, and (vii) the final Closing Parent Amount (the final form of the disputed items properly set forth in the Objection Notice (or disagree in good faith as Proposed Closing Statement, including any revisions which are made thereto pursuant to whether one or more of the disputed items was properly set forth in the Objection Notice) within thirty (30) days after Buyer’s receipt of the Objection Notice, then the Parties shall promptly (and in any event within ten (10) days after the expiration of such thirty (30) day period) retain an independent nationally or regionally recognized accounting firm as may be jointly selected by Seller and Buyer (the “Accounting Referee”) to finally and conclusively determine those matters identified in the Objection Notice that remain in dispute; provided, that if Seller and Buyer cannot agree on an Accounting Referee within thirty (30) days of delivery of the Objection Notice, then the Accounting Referee shall be chosen by the American Arbitration Association (the “AAA”this Section 2.3(c), with is referred to herein as the expenses of the AAA shared 50% by Buyer and 50% by Seller. Buyer and Seller shall each submit to the Accounting Referee for review and resolution all matters (but only such matters) that are set forth in the Objection Notice that remain in dispute. Buyer and Seller shall each agree to execute an engagement letter with reasonable terms and conditions with the Accounting Referee to review and resolve such disputed matters. Buyer and Seller shall instruct the Accounting Referee to select one of its partners experienced in purchase price adjustment disputes to make a final determination of the disputed matters and, in resolving the items that remain in dispute, the Accounting Referee shall (A) use the "Final Closing Date Principles and shall not assign to any item in dispute a value that is (1) greater than the greatest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand, or (2) less than the smallest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand (except to the extent necessary in the belief of the Accounting Referee to reflect the Accounting Referee’s determination in accordance with the Closing Date Principles with respect to any other disputed itemStatement"); (B) make its determination after reviewing all materials and submissions from the Parties; (C) render a final resolution in writing to Buyer and Seller not later than thirty (30) days following the Accounting Referee’s acceptance of its engagement, which resolution shall be final, binding, conclusive and nonappealable for all purposes of this Agreement; and (D) provide a written report to Buyer and Seller, if requested by either of them, which sets forth in reasonable detail the basis for the Accounting Referee’s final determination. The fees and expenses of the Accounting Referee shall be allocated between Buyer, on one hand, and Seller, on the other hand, based upon the percentage by which the portion of the contested amount not awarded to each of Buyer and Seller bears to the amount actually contested by such Party at the time of submission to the Accounting Referee.