Common use of Final Adjustment Certificate Clause in Contracts

Final Adjustment Certificate. During the first twenty (20) days after the date upon which Sellers receive a Notice of Disagreement, the Parties shall attempt to resolve in writing any differences that they may have with respect to all matters specified in the Notice of Disagreement. If at the end of such twenty (20)-day period (or earlier by mutual agreement to arbitrate) the Parties have not reached agreement, the matters that remain in dispute may be submitted to an arbitrator with experience in accounting matters (the “Arbitrator”) by either Sellers or Buyers for review and resolution. The Arbitrator shall be a nationally recognized independent public accounting firm agreed upon by the Parties in writing. The hearing date shall be scheduled by the Arbitrator as soon as reasonably practicable, and shall be conducted on a confidential basis. Sellers and Buyers shall, not later than seven (7) days prior to the hearing date set by the Arbitrator, submit a brief (to include their respective calculations with regard to amounts in dispute on the Closing Adjustment Certificate) for settlement of any amounts set forth in the Notice of Disagreement that remain in dispute. The Parties shall instruct the Arbitrator to render a decision (which decision shall include a written statement of findings and conclusions) resolving the matters in dispute in accordance with this Section 2.4, within three (3) Business Days after the conclusion of the hearing, unless the Parties reach agreement prior thereto and withdraw the dispute from arbitration. The Parties shall instruct the Arbitrator to provide to the Parties explanations in writing of the reasons for its decisions regarding the Adjusted Working Capital and shall issue the Final Adjustment Certificate reflecting such decisions. The Arbitrator shall (i) act as an arbitrator and not as an expert, (ii) address only those items in dispute and, (iii) for each item, not assign a value greater than the greatest value for such item claimed by either Sellers or Buyers or smaller than the smallest value for such item claimed by either Sellers or Buyers. The decision of the Arbitrator shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the fees and expenses of the Arbitrator pursuant to this Section 2.4(d). As used in this Agreement, the term “Final Adjustment Certificate” shall mean (i) the Closing Adjustment Certificate delivered pursuant to Section 2.4(b), as subsequently adjusted, if applicable, pursuant to this Section 2.4(d) to reflect any subsequent written agreement between the Parties with respect thereto and, if submitted to the Arbitrator, any amendments or modifications to the Closing Adjustment Certificate decided by the Arbitrator or (ii) if the Closing Adjustment Certificate is not delivered within the time period specified in Section 2.4(b), the Estimated Adjustment Certificate.

Final Adjustment Certificate. During the first twenty (20) days after the date upon which Sellers receive Seller receives a Notice of Disagreement, the Parties shall attempt to resolve in writing any differences that they may have with respect to all matters specified in the Notice of Disagreement. If at the end of such twenty (20)-day period (or earlier by mutual agreement to arbitrate) the Parties have not reached agreement, the matters that remain in dispute may be submitted to an arbitrator with experience in accounting matters (the “Arbitrator”) Independent Accounting Firm by either Sellers Seller or Buyers Buyer for review and resolution. The Arbitrator shall be a nationally recognized independent public accounting firm agreed upon by the Parties in writing. The hearing date shall be scheduled by the Arbitrator Independent Accounting Firm as soon as reasonably practicable, and shall be conducted on a confidential basis. Sellers Seller and Buyers Buyer shall, not later than seven (7) days prior to the hearing date set by the ArbitratorIndependent Accounting Firm, submit a brief (to include their respective calculations with regard to amounts in dispute on the Closing Adjustment Certificate) for settlement of any amounts set forth in the Notice of Disagreement that remain in dispute. The Parties shall instruct the Arbitrator Independent Accounting Firm to render a decision (which decision shall include a written statement of findings and conclusions, including a written explanation of its reasoning with respect to such findings and conclusions) resolving the matters in dispute in accordance with this Section 2.4, and the Final Adjustment Certificate reflecting such decision, within three ten (310) Business Days after the conclusion of the hearing, unless the Parties reach agreement prior thereto and withdraw the dispute from arbitration. The Parties shall instruct the Arbitrator to provide to the Parties explanations in writing of the reasons for its decisions regarding the Adjusted Working Capital and shall issue the Final Adjustment Certificate reflecting such decisions. The Arbitrator Independent Accounting Firm shall (i) act as an arbitrator independent accounting firm and not as an expert, (ii) address only those items in dispute and, (iii) for each item, not assign a value greater than the greatest value for such item claimed by either Sellers Seller or Buyers Buyer or smaller than the smallest value for such item claimed by either Sellers or Buyers. The decision of the Arbitrator shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the fees and expenses of the Arbitrator pursuant to this Section 2.4(d). As used in this Agreement, the term “Final Adjustment Certificate” shall mean (i) the Closing Adjustment Certificate delivered pursuant to Section 2.4(b), as subsequently adjusted, if applicable, pursuant to this Section 2.4(d) to reflect any subsequent written agreement between the Parties with respect thereto and, if submitted to the Arbitrator, any amendments or modifications to the Closing Adjustment Certificate decided by the Arbitrator or (ii) if the Closing Adjustment Certificate is not delivered within the time period specified in Section 2.4(b), the Estimated Adjustment Certificate.by

Final Adjustment Certificate. During (i) On or before November 17, 2007, Transferee shall deliver to Transferor a certificate executed by an authorized representative of Transferee (the first twenty “Final Adjustment Certificate”) setting forth each adjustment or payment that was not finally determined as of Closing and showing the calculation of each such adjustment and the resulting final adjustment amount (20the “Final Adjustment Amount”). The Final Adjustment Amount shall also include any Environmental Defect Amount to which Transferee is entitled under Section 3.8 and any Excess Title Defect Amount to which Transferee is entitled under Section 3.10 or 3.11, as applicable. The Final Adjustment Certificate shall be accompanied by appropriate documentation supporting the adjustments proposed in such Certificate. Each Party shall provide to the other reasonable access to all records in its possession which were used in the preparation of the Initial and Final Adjustment Certificates or may otherwise be necessary for the preparation or review thereof. (ii) Transferor shall review Transferee’s Final Adjustment Certificate and shall give written notice to Transferee of any objections it has to the calculations shown in such Certificate within ten (10) days after the date upon which Sellers receive a Notice of Disagreement, the Parties shall attempt to resolve in writing any differences that they may have with respect to all matters specified in the Notice of Disagreementreceipt. If at the end Transferor does not deliver a notice of objection within such twenty (20)-day period (or earlier by mutual agreement to arbitrate) the Parties have not reached agreement10-day period, the matters that remain in dispute may be submitted to an arbitrator with experience in accounting matters (the “Arbitrator”) by either Sellers or Buyers for review and resolution. The Arbitrator shall be a nationally recognized independent public accounting firm agreed upon by the Parties in writing. The hearing date shall be scheduled by the Arbitrator as soon as reasonably practicable, and shall be conducted on a confidential basis. Sellers and Buyers shall, not later than seven (7) days prior to the hearing date set by the Arbitrator, submit a brief (to include their respective calculations with regard to amounts in dispute on the Closing Adjustment Certificate) for settlement of any amounts set forth in the Notice of Disagreement that remain in dispute. The Parties shall instruct the Arbitrator to render a decision (which decision shall include a written statement of findings and conclusions) resolving the matters in dispute in accordance with this Section 2.4, within three (3) Business Days after the conclusion of the hearing, unless the Parties reach agreement prior thereto and withdraw the dispute from arbitration. The Parties shall instruct the Arbitrator to provide to the Parties explanations in writing of the reasons for its decisions regarding the Adjusted Working Capital and shall issue the then Transferee’s Final Adjustment Certificate reflecting such decisions. The Arbitrator shall (i) act as an arbitrator and not as an expert, (ii) address only those items in dispute and, (iii) for each item, not assign a value greater than the greatest value for such item claimed by either Sellers or Buyers or smaller than the smallest value for such item claimed by either Sellers or Buyers. The decision of the Arbitrator shall be deemed to be conclusive, final and binding on the Parties. SellersPeabody and CNX shall endeavor in good faith to resolve any such objections within ten (10) days after the receipt by the Party of the other’s timely objections. If any objections or disputes have not been resolved at the end of such 10-day period, the disputed portion of the Final Adjustment Certificate shall be determined within the following ten (10) days by a partner in a major national accounting firm with substantial Oil and Gas or coal audit experience, as appropriate, which is not the auditor of either CNX or Peabody and is mutually acceptable to the Parties, and the determination of such auditor shall be final and binding upon the Parties. Notwithstanding anything to the contrary in this Agreement, CNX and Peabody agree that KPMG may serve as auditor despite its performance of any internal auditing services for Peabody, if KPMG is not at the relevant time also performing accounting services for Peabody, and has not between the Effective Time and the relevant time performed accounting services for Peabody, and is not at the relevant time contemplated to be engaged to perform accounting services for Peabody. If CNX and Peabody cannot agree with respect to the selection of an auditor, CNX and Peabody each shall select an auditor and those two auditors shall select a third auditor whose determination shall be final and binding upon the Parties. Such auditor shall have the right, if necessary, to retain a qualified environmental consulting firm and/or legal counsel with coal and/or Oil and Gas experience to assist in making determinations and advising with respect to disputed portions of the Final Adjustment Certificate. The determination of the auditor as to each item in dispute shall be within the range for such item as proposed in the Final Adjustment Certificate, on the one hand, and Buyersin Transferor’s notice of objection, on the other hand. CNX and Peabody shall bear equally the expenses of such auditor (including those of any professional retained by such auditor in accordance with this subclause (ii)) incurred in connection with such determination. Within two (2) Business Days after the Final Adjustment Certificate has been conclusively determined as provided above, the Parties shall calculate the final net Closing Adjustment (the “Final Net Closing Adjustment”). (iii) Within two (2) Business Days after the date on which the Final Net Closing Adjustment has been calculated, the difference between the Estimated Net Closing Adjustment, and the Final Net Closing Adjustment, shall each bear fifty percent be paid by CNX (50%or Entity, if applicable) or Peabody (or Sub, if applicable), as the case may be, together with interest thereon at the Prime Rate, from and including the Closing Date but excluding the date of the fees and expenses of the Arbitrator payment. (iv) All payments to be made pursuant to this Section 2.4(d). As used in this Agreement, the term “Final Adjustment Certificate” 3.2 shall mean (i) the Closing Adjustment Certificate delivered pursuant to Section 2.4(b), as subsequently adjusted, if applicable, pursuant to this Section 2.4(d) to reflect any subsequent written agreement between the Parties with respect thereto and, if submitted be paid by wire or accounts transfer of immediately available funds to the Arbitrator, any amendments or modifications accounts designated by the recipient by written notice to the Closing Adjustment Certificate decided by the Arbitrator or (ii) if the Closing Adjustment Certificate is not delivered within the time period specified in Section 2.4(b), the Estimated Adjustment CertificateParty owing such payment. The Party receiving any such payment shall be responsible for allocating it among its Affiliates as appropriate.

Final Adjustment Certificate. During the first twenty thirty (2030) days after the date upon which Sellers receive Bxxxx receives a Notice of Disagreement, the Parties shall attempt to resolve in writing any differences that they may have with respect to all matters specified in the Notice of Disagreement. If at the end of such twenty thirty (20)-day 30)-day period (or earlier by mutual agreement to arbitrate) the Parties have not reached agreement, the matters that remain in dispute may be submitted to an arbitrator with experience in accounting matters (the “Arbitrator”) Independent Accounting Firm by either Sellers Seller or Buyers Buyer for review and resolution. The Arbitrator shall be a nationally recognized independent public accounting firm agreed upon by the Parties in writing. The hearing date shall be scheduled by the Arbitrator Independent Accounting Firm as soon as reasonably practicable, practicable and shall be conducted on a confidential basis. Sellers Seller and Buyers Buyer shall, not later than seven (7) days prior to the hearing date set by the ArbitratorIndependent Accounting Firm, submit a brief (to include their respective calculations with regard to amounts in dispute on the Closing Adjustment Certificate) for settlement of any amounts set forth in the Notice of Disagreement that remain in dispute. The Parties shall instruct the Arbitrator Independent Accounting Firm to render a decision (which decision shall include a written statement of findings and conclusions, including a written explanation of its reasoning with respect to such findings and conclusions) resolving the matters in dispute in accordance with this Section 2.43.2(d), and the Final Adjustment Certificate reflecting such decision, within three (3) Business Days after the conclusion of the hearing, unless the Parties reach agreement prior thereto and withdraw the dispute from arbitration. The Parties shall instruct the Arbitrator to provide to the Parties explanations in writing of the reasons for its decisions regarding the Adjusted Working Capital and shall issue the Final Adjustment Certificate reflecting such decisions. The Arbitrator Independent Accounting Firm shall (i) act as an arbitrator arbiter and not as an expert, (ii) address only those items in dispute and, (iii) for each item, not assign a value greater than the greatest value for such item claimed by either Sellers Seller or Buyers Buyer or smaller than the smallest value for such item claimed by either Sellers Seller or BuyersBuyer. The decision of the Arbitrator Independent Accounting Firm shall be final and binding on the Parties, absent Fraud or manifest error. SellersThe fees and expenses of the Independent Accounting Firm incurred pursuant to this Section 3.2(d) shall be borne by Buyer, on the one hand, and BuyersSeller, on the other hand, shall as determined by the Independent Accounting Firm based on the inverse of the percentage that the Independent Accounting Firm’s determination (before such allocation) bears to the total value of each Party’s respective position in relation to the total amount in dispute. For purposes of illustration only, if the amount in dispute is one hundred dollars ($100) and if the final written determination of the Independent Accounting Firm states that eighty dollars ($80) of the disputed amount is resolved in Buyer’s favor and twenty dollars ($20) of the disputed amount is resolved in Seller’s favor, Bxxxx would bear fifty twenty percent (5020%) of the fees Independent Accounting Firm’s costs and expenses, on the one hand, and Seller would bear eighty percent (80%) of such costs and expenses, on the other hand. All other fees, expenses and costs incurred by Seller or Buyer in implementing the provisions of the Arbitrator pursuant to this Section 2.4(d)3.2 shall be borne by Seller or Buyer, respectively. As used in this Agreement, the term “Final Adjustment Certificate” shall mean (i) the Closing Adjustment Certificate delivered (or deemed delivered) pursuant to Section 2.4(b3.2(b), as subsequently adjusted, if applicable, pursuant to this Section 2.4(d3.2(d) to reflect any subsequent written agreement between the Parties with respect thereto and, if submitted to the ArbitratorIndependent Accounting Firm, any amendments or modifications to the Closing Adjustment Certificate decided by the Arbitrator or (ii) if the Closing Adjustment Certificate is not delivered within the time period specified in Section 2.4(b), the Estimated Adjustment CertificateIndependent Accounting Firm.

Final Adjustment Certificate. During the first twenty (20) days after the date upon which Sellers receive Xxxxx receives a Notice of Disagreement, the Parties shall attempt to resolve in writing any differences that they may have with respect to all matters specified in the Notice of Disagreement. If at the end of such twenty (20)-day period (or earlier by mutual agreement to arbitrate) the Parties have not reached agreement, the matters that remain in dispute may be submitted to an arbitrator with experience in accounting matters (the “Arbitrator”) Independent Accounting Firm by either Sellers Seller or Buyers Buyer for review and resolution. The Arbitrator shall be a nationally recognized independent public accounting firm agreed upon by the Parties in writing. The hearing date shall be scheduled by the Arbitrator Independent Accounting Firm as soon as reasonably practicable, and shall be conducted on a confidential basis. Sellers Seller and Buyers Buyer shall, not later than seven (7) days prior to the hearing date set by the ArbitratorIndependent Accounting Firm, submit a brief (to include their respective calculations with regard to amounts in dispute on the Closing Adjustment Certificate) for settlement of any amounts set forth in the Notice of Disagreement that remain in dispute. The Parties shall instruct the Arbitrator Independent Accounting Firm to render a decision (which decision shall include a written statement of findings and conclusions, including a written explanation of its reasoning with respect to such findings and conclusions) resolving the matters in dispute in accordance with this Section 2.4, and the Final Adjustment Certificate reflecting such decision, within three (3) Business Days after the conclusion of the hearing, unless the Parties reach agreement prior thereto and withdraw the dispute from arbitration. The Parties shall instruct the Arbitrator to provide to the Parties explanations in writing of the reasons for its decisions regarding the Adjusted Working Capital and shall issue the Final Adjustment Certificate reflecting such decisions. The Arbitrator Independent Accounting Firm shall (i) act as an arbitrator independent accounting firm and not as an expert, (ii) address only those items in dispute and, (iii) for each item, not assign a value greater than the greatest value for such item claimed by either Sellers Seller or Buyers Buyer or smaller than the smallest value for such item claimed by either Sellers Seller or BuyersBuyer. The decision of the Arbitrator Independent Accounting Firm shall be final and binding on the Parties, absent fraud or manifest error. SellersThe fees and expenses of the Independent Accounting Firm incurred pursuant to this Section 2.4(d) shall be borne by Buyer, on the one hand, and BuyersSeller, on the other hand, shall as determined by the Independent Accounting Firm based on the inverse of the percentage that the Independent Accounting Firm’s determination (before such allocation) bears to the total value of each Party’s respective position in relation to the total amount in dispute. For purposes of illustration only, if the amount in dispute is one hundred dollars ($100) and if the final written determination of the Independent Accounting Firm states that eighty dollars ($80) of the disputed amount is resolved in Buyer’s favor and twenty dollars ($20) of the disputed amount is resolved in Seller’s favor, Xxxxx would bear fifty twenty percent (5020%) of the fees Independent Accounting Firm’s costs and expenses of expenses, on the Arbitrator pursuant to this Section 2.4(d). As used in this Agreementone hand, the term “Final Adjustment Certificate” shall mean (i) the Closing Adjustment Certificate delivered pursuant to Section 2.4(b), as subsequently adjusted, if applicable, pursuant to this Section 2.4(d) to reflect any subsequent written agreement between the Parties with respect thereto and, if submitted to the Arbitrator, any amendments or modifications to the Closing Adjustment Certificate decided by the Arbitrator or (ii) if the Closing Adjustment Certificate is not delivered within the time period specified in Section 2.4(b), the Estimated Adjustment Certificate.and Seller

Final Adjustment Certificate. During In the event the Notice of Disagreement is timely provided by Xxxxxx, during the first twenty (20) days after the date upon which Sellers receive a Notice of DisagreementBusiness Days thereafter, the Parties shall attempt to resolve in writing any differences that they may have with respect to all matters specified in the Notice of Disagreement. If at the end of such twenty (20)-day 20)-Business Day period (or earlier by mutual agreement to arbitrateagreement) the Parties have not reached agreementagreement with respect to all matters specified in the Notice of Disagreement, the matters that remain in dispute may at any time within thirty (30) days thereafter (or such date as mutually agreed) shall be submitted to an arbitrator with experience in accounting matters (the “Arbitrator”) Independent Accounting Firm by either Sellers Seller or Buyers Buyer for review and resolution; provided, however, that all materials so provided to the Independent Accounting Firm shall also simultaneously be made available to the other Party. The Arbitrator Parties shall be instruct the Independent Accounting Firm to schedule a nationally recognized independent public accounting firm agreed upon by the Parties in writing. The hearing date shall be scheduled by the Arbitrator as soon as reasonably practicable, and such hearing shall be conducted on a confidential basis. Sellers Seller and Buyers Buyer shall, not later than seven (7) days prior to the hearing date set by the ArbitratorIndependent Accounting Firm, submit a brief (to include their respective calculations with regard to amounts in dispute on the Closing Adjustment Certificate) for settlement of any amounts set forth in the Notice of Disagreement that remain in dispute. The Parties shall instruct the Arbitrator Independent Accounting Firm to render a decision (which decision shall include a written statement of findings and conclusions, including a written explanation of its reasoning with respect to such findings and conclusions) resolving the matters in dispute in accordance with this Section 2.42.5, and the Final Adjustment Certificate reflecting such decision, within three (3) Business Days after the conclusion of the hearing, unless the Parties reach agreement prior thereto and withdraw the dispute from arbitrationthe Independent Accounting Firm. The Independent Accounting Firm shall, and the Parties shall instruct ensure that the Arbitrator to provide to the Parties explanations in writing of the reasons for its decisions regarding the Adjusted Working Capital and shall issue the Final Adjustment Certificate reflecting such decisions. The Arbitrator shall Independent Accounting Firm will, (i) act as an arbitrator expert and not as an expertarbitrator, (ii) address only those items in dispute andand make all determinations based solely on the written presentations of Seller and Buyer and their respective Representatives, and not by independent review, and (iii) for each item, not assign a value greater than the greatest value for such item claimed by either Sellers Seller or Buyers Buyer or smaller than the smallest value for such item claimed by either Sellers Seller or BuyersBuyer. The decision of the Arbitrator Independent Accounting Firm shall be final and binding on the Parties. Sellers, on the one hand, and Buyersnot subject to any appeal, on the other hand, shall each bear fifty percent (50%) of the save for manifest errors or fraud. Any fees and expenses of the Arbitrator Independent Accounting Firm pursuant to this Section 2.4(d). As used 2.5(e) shall be borne by Seller and Buyer in this Agreement, the term “Final Adjustment Certificate” shall mean (i) the Closing Adjustment Certificate delivered pursuant to Section 2.4(b), inverse proportion as subsequently adjusted, if applicable, pursuant to this Section 2.4(d) to reflect any subsequent written agreement between the Parties with respect thereto and, if submitted to the Arbitrator, any amendments or modifications to the Closing Adjustment Certificate decided they may prevail on matters resolved by the Arbitrator or Independent Accounting Firm. The Parties shall instruct the Independent Accounting Firm to determine such proportionate allocations at the time the determination of the Independent Accounting Firm is rendered. By way of illustration, (iix) if Buyer’s calculations would have resulted in a $1,000,000 net payment to Buyer, and Seller’s calculations would have resulted in a $1,000,000 net payment to Seller and the Closing Adjustment Certificate is not delivered within the time period specified Independent Accounting Firm’s final determination results in Section 2.4(b)an aggregate net payment of $500,000 to Seller, the Estimated Adjustment Certificate.then Buyer and Seller shall pay seventy-

Final Adjustment Certificate. During the first twenty (20) days after the date upon which Sellers receive Buyer receives a Notice of Disagreement, the Parties shall attempt to resolve in writing any differences that they may have with respect to all matters specified in the Notice of Disagreement. If at the end of such twenty (20)-day period (or earlier by mutual agreement to arbitrate) the Parties have not reached agreement, the matters that remain in dispute may be submitted to an arbitrator with experience in accounting matters (the “Arbitrator”) Independent Accounting Firm by either Sellers Seller or Buyers Buyer for review and resolution. The Arbitrator shall be resolution following a nationally recognized independent public accounting firm agreed upon hearing by the Parties in writingIndependent Accounting Firm which may be attended by Seller and Buyer and their respective Representatives. The hearing date shall be scheduled by the Arbitrator Independent Accounting Firm as soon as reasonably practicable, practicable and shall be conducted on a confidential basisbasis in the presence of each Party that wishes to attend and such Party’s Representatives and shall consist of one presentation by Seller and one presentation by Buyer (to the extent that they attend). Sellers Seller and Buyers Buyer shall, not later than seven (7) days prior to the hearing date set by the ArbitratorIndependent Accounting Firm, submit a brief (to include their respective calculations with regard to amounts in dispute on the Closing Adjustment CertificateCertificate together with a proposed Closing Adjustment Certificate that reflects such calculations prepared consistent with the methodologies required for the preparation of the Closing Adjustment Certificate and the calculations of the Closing Date Adjusted Net Indebtedness, the Closing Date Adjusted Working Capital and the Closing Date Transaction Expenses pursuant to Section 2.4(b)) for settlement of any amounts set forth in the Notice of Disagreement that remain in dispute. The Parties shall instruct the Arbitrator Independent Accounting Firm to render a decision (which decision shall include a written statement of findings and conclusions, including a written explanation of its reasoning with respect to such findings and conclusions) resolving the matters in dispute in accordance with this Section 2.4, within three (3) Business Days after the conclusion of the hearing, unless the Parties reach agreement prior thereto and withdraw the dispute from arbitration. The Parties shall instruct the Arbitrator to provide to the Parties explanations in writing of the reasons for its decisions regarding the Adjusted Working Capital and shall issue the Final Adjustment Certificate reflecting such decisions. The Arbitrator shall (i) act as an arbitrator and not as an expert, (ii) address only those items in dispute and, (iii) for each item, not assign a value greater than the greatest value for such item claimed by either Sellers or Buyers or smaller than the smallest value for such item claimed by either Sellers or Buyers. The decision of the Arbitrator shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the fees and expenses of the Arbitrator pursuant to this Section 2.4(d). As used in this Agreement, the term “Final Adjustment Certificate” shall mean (i) the Closing Adjustment Certificate delivered pursuant to Section 2.4(b), as subsequently adjusted, if applicable, pursuant to this Section 2.4(d) to reflect any subsequent written agreement between the Parties with respect thereto and, if submitted to the Arbitrator, any amendments or modifications to the Closing Adjustment Certificate decided by the Arbitrator or (ii) if the Closing Adjustment Certificate is not delivered within the time period specified in Section 2.4(b), the Estimated Adjustment Certificate.with

Final Adjustment Certificate. During the first twenty (20) days after the date upon which Sellers receive Buyer receives a Notice of Disagreement, the Parties shall attempt to resolve in writing any differences that they may have with respect to all matters specified in the Notice of Disagreement. If at the end of such twenty (20)-day period (or earlier by mutual agreement to arbitrate) the Parties have not reached agreement, the matters that remain in dispute may be submitted to an arbitrator with experience in accounting matters (the “Arbitrator”) Independent Accounting Firm by either Sellers Seller or Buyers Buyer for review and resolution. The Arbitrator shall be a nationally recognized independent public accounting firm agreed upon by the Parties in writing. The hearing date shall be scheduled by the Arbitrator Independent Accounting Firm as soon as reasonably practicable, practicable and shall be conducted on a confidential basis. Sellers Seller and Buyers Buyer shall, not later than seven (7) days prior to the hearing date set by the ArbitratorIndependent Accounting Firm, submit a brief (to include their respective calculations with regard to amounts in dispute on the Closing Adjustment Certificate) for settlement of any amounts set forth in the Notice of Disagreement that remain in dispute. The Parties shall instruct the Arbitrator Independent Accounting Firm to render a decision (which decision shall include a written statement of findings and conclusions, including a written explanation of its reasoning with respect to such findings and conclusions) resolving the matters in dispute in accordance with this Section 2.42.4(d), and the Final Adjustment Certificate reflecting such decision, within three ten (310) Business Days after the conclusion of the hearing, unless the Parties reach agreement prior thereto and withdraw the dispute from arbitration. The Parties shall instruct the Arbitrator to provide to the Parties explanations in writing of the reasons for its decisions regarding the Adjusted Working Capital and shall issue the Final Adjustment Certificate reflecting such decisions. The Arbitrator Independent Accounting Firm shall (i) act as an arbitrator independent accounting firm and not as an expert, (ii) address only those items in dispute anddispute, and (iii) for each item, not assign a value greater than the greatest value for such item claimed by either Sellers Seller or Buyers Buyer or smaller than the smallest value for such item claimed by either Sellers Seller or BuyersBuyer. The decision of the Arbitrator Independent Accounting Firm shall be final and binding on the Parties. Sellers, The fees and expenses of the Independent Accounting Firm pursuant to this Section 2.4(d) shall be borne by the Parties in inverse proportion to their respective success on the one handmerits and such allocation of fees and expenses shall be calculated by the Independent Accounting Firm and shall be final and binding on the Parties. For example, if Buyer’s computation of the Adjustment Amount set forth on the Closing Adjustment Certificate is different from the Adjustment Amount set forth on the Final Adjustment Certificate as adjusted by the Independent Accounting Firm pursuant to this Section 2.4(d) by ten percent (10%), and Buyers, Seller’s computation of the Adjustment Amount set forth on the other hand, shall each bear fifty Notice of Disagreement is different from the Adjustment Amount set forth on the Final Adjustment Certificate by five percent (505%) ), then two-thirds of the fees and expenses relating to the appointment of the Arbitrator pursuant Independent Accounting Firm and the work, if any, to this Section 2.4(d)be performed by the Independent Accounting Firm will be paid by Buyer and one-third of such fees and expenses shall be paid by Seller. As used in this Agreement, the term “Final Adjustment Certificate” shall mean (i) the Closing Adjustment Certificate delivered (or deemed delivered) pursuant to Section 2.4(b), as subsequently adjusted, if applicable, pursuant to this Section 2.4(d) to reflect any subsequent written agreement between the Parties with respect thereto and, if submitted to the ArbitratorIndependent Accounting Firm, any amendments or modifications to the Closing Adjustment Certificate decided by the Arbitrator or (ii) if the Closing Adjustment Certificate is not delivered within the time period specified Independent Accounting Firm calculated in Section 2.4(b), the Estimated Adjustment Certificate.accordance with Schedule C.