Common use of Expert Determination of Base Value Clause in Contracts

Expert Determination of Base Value. (a) Subject to Section 8.9(b), if the Company and the Unilever Stockholder shall not have agreed on the Base Value within the periods described in Section 8.9(c), then the Financial Advisors shall use their best efforts for an additional 30 Business Days to agree upon the Base Value. Any Base Value mutually agreed upon by the Financial Advisors within such additional 30-Business Day period shall be final and binding upon the Company and the Unilever Stockholder and shall be deemed to be the Base Value for the applicable Measurement Period for the purposes of this Article VIII. Any dispute as to the Base Value that is not resolved by the Financial Advisors during such additional 30-Business Day period shall be submitted to the Financial Expert in accordance with subsection (b) of this Section 8.11. (b) If the Financial Advisors shall not have agreed on the Base Value within the additional 30-Business Day period described in subsection (a) of this Section 8.11, determination of the Base Value shall be referred to an independent investment banking firm mutually agreed upon by the Financial Advisors (the “Financial Expert” and, together with the Accounting Expert, the “Experts”). The Financial Expert shall be requested to make its determination, if practicable, within a period of 30-Business Days after its appointment. (c) Each of the Company and the Unilever Stockholder shall submit to the Financial Expert a proposed Base Value and the reasons for such value. A copy of any submission or information supplied by the Company or the Unilever Stockholder to the Financial Expert shall be supplied contemporaneously to the other party. The Financial Expert shall determine (in its opinion and having requested such further information from the Company and the Unilever Stockholder as it shall require) the Base Value in accordance with the Valuation Principles. (d) The Financial Expert shall certify to the Company and the Unilever Stockholder (i) that it has considered the respective submissions of the Company and the Unilever Stockholder and has determined the Base Value as of the last day of the applicable Measurement Period according to the principles of this Section 8.11, and (ii) the amount of such Base Value (the “Certified Base Value”). The greater of (x) the Certified Base Value, and (y) eight times the Certified Applicable EBITDA shall be deemed to be the Base Value for the applicable Measurement Period for the purposes of this Article VIII. The Financial Expert shall act as expert and not as arbitrator, and its determination shall be final and binding upon the Company, the Holdco Stockholder and the Unilever Stockholder in the absence of manifest error. (e) The costs of the Experts’ determinations shall be included in the Repurchase Expenses.

Expert Determination of Base Value. (a) Subject to Section 8.9(b), if the Company and the Unilever Stockholder shall not have agreed on the Base Value within the periods described in Section 8.9(c), then the Financial Advisors shall use their best efforts for an additional 30 Business Days to agree upon the Base Value. Any Base Value mutually agreed upon by the Financial Advisors within such additional 30-Business Day period shall be final and binding upon the Company and the Unilever Stockholder and shall be deemed to be the Base Value for the applicable Measurement Period for the purposes of this Article VIII. Any dispute as to the Base Value that is not resolved by the Financial Advisors during such additional 30-Business Day period shall be submitted to the Financial Expert in accordance with subsection (b) of this Section 8.11. (b) If the Financial Advisors shall not have agreed on the Base Value within the additional 30-Business Day period described in subsection (a) of this Section 8.11, determination of the Base Value shall be referred to an independent investment banking firm mutually agreed upon by the Financial Advisors (the “Financial Expert” and, together with the Accounting Expert, the “Experts”). The Financial Expert shall be requested to make its determination, if practicable, within a period of 30-Business Days after its appointment. (c) Each of the Company and the Unilever Stockholder shall submit to the Financial Expert a proposed Base Value and the reasons for such value. A copy of any submission or information supplied by the Company or the Unilever Stockholder to the Financial Expert shall be supplied contemporaneously to the other party. The Financial Expert shall determine (in its opinion and having requested such further information from the Company and the Unilever Stockholder as it shall require) the Base Value in accordance with the Valuation Principles. (d) The Financial Expert shall certify to the Company and the Unilever Stockholder (i) that it has considered the respective submissions of the Company and the Unilever Stockholder and has determined the Base Value as of the last day of the applicable Measurement Period according to the principles of this Section 8.11, and (ii) the amount of such Base Value (the “Certified Base Value”). The greater of (x) the Certified Base Value, and (y) Table of Contents eight times the Certified Applicable EBITDA shall be deemed to be the Base Value for the applicable Measurement Period for the purposes of this Article VIII. The Financial Expert shall act as expert and not as arbitrator, and its determination shall be final and binding upon the Company, the Holdco Stockholder and the Unilever Stockholder in the absence of manifest error. (e) The costs of the Experts’ determinations shall be included in the Repurchase Expenses.