Common use of Final Closing Statement Clause in Contracts

Final Closing Statement. If either Advisor Parent or GNL timely receive a Notice of Disagreement, Advisor Parent and GNL shall attempt in good faith to resolve any differences that they may have with respect to all matters specified in the Notice of Disagreement (and all discussions related thereto shall, unless otherwise agreed by Advisor Parent and GNL, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, Advisor Pxxxxx and GNL shall submit such dispute to the dispute resolution group of a U.S. national independent accounting firm mutually acceptable to Advisor Parent and GNL (the “Accounting Expert”). Advisor Parent and GNL shall cooperate in good faith to promptly engage the Accounting Expert, pursuant to an engagement letter that requires the Accounting Expert to make all determinations in accordance with the definitions and terms contained herein. If any dispute is submitted to the Accounting Expert, Advisor Pxxxxx and GNL will promptly upon request, furnish to the Accounting Expert such work papers and other documents and information relating to the disputed issues as the Accounting Expert may request and are available to that Party or its independent accountants (including, with respect to GNL, any information of the Surviving Entities) and otherwise cooperate fully with the Accounting Expert’s review of the dispute, and both Advisor Pxxxxx and GNL shall be afforded the opportunity to present the Accounting Expert (with a copy concurrently delivered to the other Party) material relating to the determination and to discuss the determination with the Accounting Expert. The Accounting Expert (acting as an expert and not as an arbitrator) shall resolve only those matters set forth in such Notice of Disagreement that remain in dispute after the thirty (30)-day resolution period. With respect to any disputed item, the Accounting Expert’s determination shall be no greater than the higher of the amounts calculated and submitted by Advisor Pxxxxx and GNL, as the case may be, and no less than the lower of the amounts calculated and submitted by Advisor Pxxxxx and GNL, as the case may be. It is the intent of the Parties that the process set forth in this Section 2.3(c) and the activities of the Accounting Expert in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). Advisor Parent and GNL shall use their commercially reasonable efforts to cause the Accounting Expert to resolve all such disagreements as soon as practicable but in no event later than sixty (60) days after submission of the disputed issues to the Accounting Expert. The resolution of the dispute by the Accounting Expert shall be final, binding and non-appealable on the Parties, except in the event of fraud or manifest error. The Closing Statement shall be modified if necessary to reflect such determination. The fees and expenses of the Accounting Expert shall be paid by Advisor Parent, on the one hand, and/or GNL, on the other hand, based upon the percentage which the portion of the contested amount not awarded to Advisor Parent or GNL, as applicable, bears to the amount actually contested by such Party, as determined by the Accounting Expert. As used in this Agreement, the term “Final Closing Statements” shall mean the Closing Statements described in Section 2.3(a), as prepared by Advisor Pxxxxx and GNL and, if applicable, as subsequently adjusted to reflect any subsequent written agreement between the Parties with respect thereto, or if submitted to the Accounting Expert, the Closing Statements issued by, or reflecting the conclusions of, the Accounting Expert.

Final Closing Statement. If either Advisor Parent or GNL timely receive receives a Notice of Disagreement, Advisor the Seller Representative and Parent and GNL shall attempt in good faith to resolve any differences that they may have with respect to all matters specified in the Notice of Disagreement (and all discussions related thereto shall, unless otherwise agreed by Advisor the Parent and GNLthe Seller Representative, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, Advisor Pxxxxx the Seller Representative and GNL the Parent shall submit such dispute to the dispute resolution group New York office of a U.S. national Xxxxx Xxxxxxxx LLP, or any other nationally recognized firm of independent accounting firm certified public accountants in the United States as may be mutually acceptable to Advisor selected by Parent and GNL the Seller Representative (the “Accounting Expert”). Advisor The Seller Representative and the Parent and GNL shall cooperate in good faith to promptly jointly engage the Accounting Expert, pursuant to an engagement letter that requires the Accounting Expert to make all determinations in accordance with the definitions and terms contained herein, including Section 2.10(e), notwithstanding the availability of other accounting methods, policies, practices and/or procedures under GAAP or otherwise. If any dispute is submitted to the Accounting Expert, Advisor Pxxxxx and GNL each Party will promptly upon request, furnish to the Accounting Expert such work papers and other documents and information relating to the disputed issues as the Accounting Expert may request and are available to that Party or its independent accountants (including, with respect to GNL, any including information of the Surviving EntitiesCompany and its Subsidiaries) and otherwise cooperate fully with the Accounting Expert’s review of the dispute, and both Advisor Pxxxxx and GNL each Party shall be afforded the opportunity to present the Accounting Expert (with a copy concurrently delivered to the other Party) material relating to the determination and to discuss the determination with the Accounting Expert. The Accounting Expert (acting as an expert and not as an arbitrator) shall resolve only those matters set forth in such Notice of Disagreement that remain in dispute after the thirty (30)-day 30-day resolution periodperiod and no new dispute items shall be introduced for consideration. With respect to any disputed item, the Accounting Expert’s determination shall be no greater than the higher of amount calculated by the amounts calculated and submitted by Advisor Pxxxxx and GNLParent or Seller Representative, as the case may be, and no less than the lower of amount calculated by the amounts calculated and submitted by Advisor Pxxxxx and GNLParent or the Seller Representative, as the case may be. It is the intent of the Parties that the process set forth in this Section 2.3(c2.10(c) and the activities of the Accounting Expert in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). Advisor The Seller Representative and the Parent and GNL shall use their commercially reasonable efforts to cause the Accounting Expert to resolve all such disagreements as soon as practicable but in no event later than sixty (60) days after submission of the disputed issues to the Accounting Expert. The resolution of the dispute by the Accounting Expert shall be final, binding and non-appealable on the Parties, except in the event of fraud or manifest errorParties hereto. The Closing Statement shall be modified if necessary to reflect such determination. The fees and expenses of the Accounting Expert shall be allocated to be paid by Advisor the Parent, on the one hand, and/or GNLthe Sellers, on the other hand, based upon the percentage which the portion of the contested amount not awarded to Advisor Parent or GNL, as applicable, each Party bears to the amount actually contested by such Party, as determined by the Accounting Expert. As used in this Agreement, the term “Final Closing StatementsStatement” shall mean the Closing Statements Statement described in Section 2.3(a2.10(a), as prepared by Advisor Pxxxxx and GNL Parent and, if applicable, as subsequently adjusted to reflect any subsequent written agreement between the Parties with respect thereto, or if submitted to the Accounting Expert, the Closing Statements Statement issued by, or reflecting the conclusions of, by the Accounting Expert.

Final Closing Statement. If either Advisor Parent (a) Within forty-five (45) days after the Closing Date, or GNL timely receive at such other time as is mutually agreed to by the Parties, Buyer shall prepare (with the assistance of Seller) and deliver to Seller a Notice of Disagreement, Advisor Parent and GNL shall attempt in good faith to resolve any differences that they may have with respect to all matters specified Final Closing Statement in the Notice of Disagreement form attached hereto as Exhibit A-2 together with a system generated report from Buyer or other mutually acceptable documentation showing the changes to the Preliminary Closing Statement provided by Seller pursuant to Section 2.2(b) (and all discussions related thereto shall, unless otherwise agreed by Advisor Parent and GNL, be governed by Rule 408 such changes to reflect the available information on Purchased Accounts as of the Federal Rules Cut-Off Time, and such additional changes to be limited to the correction of Evidence (mathematical errors and the return to Seller of any applicable similar state ruleAccount that is not a Purchased Account)), but if they do not reach a final resolution . Seller shall review such Final Closing Statement within thirty (30) days after of its receipt thereof and shall promptly notify Buyer of any discrepancies. The Parties shall confer until they are in agreement on the delivery Final Closing Statement. In the event the Parties are unable to reach agreement on the Final Closing Statement within ten (10) Business Days of the Notice date Buyer has been notified of Disagreement, Advisor Pxxxxx and GNL shall submit such dispute to the dispute resolution group of a U.S. national independent accounting firm mutually acceptable to Advisor Parent and GNL (the “Accounting Expert”). Advisor Parent and GNL shall cooperate in good faith to promptly engage the Accounting Expert, pursuant to an engagement letter that requires the Accounting Expert to make all determinations in accordance with the definitions and terms contained herein. If any dispute is submitted to the Accounting Expert, Advisor Pxxxxx and GNL will promptly upon request, furnish to the Accounting Expert such work papers and other documents and information relating to the disputed issues as the Accounting Expert may request and are available to that Party or its independent accountants (includingdiscrepancies by Seller, with respect to GNL, any information the funds that are the subject of the Surviving Entities) and otherwise cooperate fully with the Accounting Expert’s review of the dispute, the Parties shall jointly hire (and both Advisor Pxxxxx share equally in the cost of) a nationally recognized public accounting firm that is acceptable to the Parties to resolve any discrepancies in the Final Closing Statement, and GNL shall equally share the costs of such resolution. The final resolution and decision issued by such accounting firm shall be afforded binding upon the opportunity to present the Accounting Expert (with a copy concurrently delivered to the other Party) material relating to the determination and to discuss the determination with the Accounting ExpertParties. The Accounting Expert (acting as an expert and not as an arbitrator) shall resolve only those matters set forth date when the Parties reach agreement on the Final Closing Statement or, in the absence of such Notice of Disagreement that remain in dispute after the thirty (30)-day resolution period. With respect to any disputed itemagreement, the Accounting Expert’s determination shall be no greater date when such final resolution and decision is issued, is referred to in this Agreement as the "Final Settlement Date." (b) If the Purchase Price established by the Final Closing Statement is more than the higher of Estimated Purchase Price, Buyer shall pay the amounts calculated and submitted by Advisor Pxxxxx and GNL, as difference to Seller. If the case may be, and no Purchase Price is less than the lower of Estimated Purchase Price, Seller shall pay the amounts calculated and submitted difference to Buyer. Any payment owing by Advisor Pxxxxx and GNL, as the case may be. It is the intent of the Parties that the process set forth in either Buyer or Seller under this Section 2.3(c3.4(b) and the activities of the Accounting Expert in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed made within three (including rules with respect 3) Business Days after the Final Settlement Date and shall include interest calculated on a daily basis from the Closing Date to procedures and discovery). Advisor Parent and GNL shall use their commercially reasonable efforts the date such payment is made at the Federal Funds Interest Rate. (c) Anything in Sections 3.4(a) or (b) to cause the Accounting Expert to resolve all such disagreements as soon as practicable but in no event later than sixty contrary notwithstanding, for a period of one hundred twenty (60120) days after submission of following the disputed issues to the Accounting Expert. The resolution of the dispute by the Accounting Expert shall be finalClosing Date, binding and non-appealable on the Parties, except in the event of fraud any Purchased Account is discovered by Buyer or manifest error. The Seller after the Closing Statement shall be modified if necessary Date to reflect such determination. The fees and expenses have been an Excluded Account as of the Accounting Expert shall be paid by Advisor ParentCut-Off Time (and to the extent such Excluded Account has not been returned and accounted for in the Final Closing Statement), on the one hand, and/or GNL, on the other hand, based upon the percentage which request of Buyer, Seller shall refund 100% of the portion of the contested Purchase Price relating to such Account, plus the aggregate amount not awarded of any additional purchases financed on such Account after the Cut-Off Time, less the aggregate amount of any payments of Indebtedness made to Advisor Parent Buyer relating to such Excluded Account (Buyer shall thereafter return all information in its possession or GNLcontrol in respect of any such Excluded Account, as applicable, bears to the amount actually contested by such Party, as determined by the Accounting Expert. As used in this Agreement, the term “Final Closing Statements” shall mean the Closing Statements described in Section 2.3(a), as prepared by Advisor Pxxxxx and GNL and, if applicable, as subsequently adjusted to reflect any subsequent written agreement between the Parties shall take such action as is reasonably necessary to ensure that title to any such Excluded Account is fully vested in Seller). Prior to Buyer's request for refund, Buyer shall confer with Seller in good faith regarding the reclassification of a Purchased Account as an Excluded Account. Buyer shall thereafter notify Seller in writing that a refund in respect thereto, or if submitted to of an Excluded Account is due. Such notice shall include information establishing that the Accounting Expert, the Closing Statements issued by, or reflecting the conclusions of, the Accounting Expert.applicable Purchased Account is an Excluded Account. Any payment owing by Seller under this Section 3.4(c) shall be made within twenty

Final Closing Statement. If either Advisor During the first twenty (20) days following the date upon which Parent or GNL timely receive receives a Notice of Disagreement, Advisor the Equityholders’ Representative and Parent and GNL shall attempt in good faith to resolve in writing any differences that they may have with respect to all matters specified in the Notice of Disagreement Disagreement. If at the end of such twenty (and all discussions related thereto shall, unless otherwise agreed 20) day period (or earlier by Advisor mutual agreement to arbitrate) Parent and GNLthe Equityholders’ Representative have not reached agreement on such matters, the matters that remain in dispute may be governed submitted to Xxxxx Xxxxxxxx LLP (the “Arbitrator”) by Rule 408 of either Party for review and resolution. If Xxxxx Xxxxxxxx LLP is unable to serve as the Federal Rules of Evidence “Arbitrator” hereunder, the Arbitrator shall be a internationally recognized independent public accounting firm agreed upon by Parent and the Equityholders’ Representative in writing. As promptly as practicable (and any applicable similar state rule)), but if they do not reach a final resolution within in no event more than thirty (30) days days) after the delivery retention of the Notice of DisagreementArbitrator, Advisor Pxxxxx Parent and GNL the Equityholders’ Representative shall each prepare and submit such dispute a presentation to the Arbitrator. As soon as practicable (but in no event more than thirty (30) days) thereafter, the Arbitrator shall determine the amount of each item in dispute resolution group and prepare a Final Closing Statement and calculation of a U.S. national independent accounting firm mutually acceptable to Advisor Parent Working Capital, Closing Date Indebtedness and GNL (the “Accounting Expert”). Advisor Parent and GNL shall cooperate in good faith to promptly engage the Accounting Expert, pursuant to an engagement letter that requires the Accounting Expert to make all determinations Closing Date Cash in accordance with the definitions and terms contained herein. If any dispute is submitted to the Accounting Expertprinciples in this Section 2.7, Advisor Pxxxxx and GNL will promptly upon request, furnish to the Accounting Expert such work papers and other documents and information relating to the disputed issues as the Accounting Expert may request and are available to that Party or its independent accountants (including, with respect to GNL, any information which shall include an explanation in writing of the Surviving Entities) and otherwise cooperate fully with Arbitrator’s reasons for the Accounting Expert’s review of the dispute, and both Advisor Pxxxxx and GNL shall be afforded the opportunity to present the Accounting Expert (with a copy concurrently delivered to the other Party) material relating to the determination and to discuss the determination with the Accounting Expertdeterminations set forth therein. The Accounting Expert (acting Arbitrator shall act as an expert arbitrator and not as an arbitrator) shall resolve address only those matters set forth in such Notice of Disagreement that remain items in dispute after the thirty (30)-day resolution period. With respect to any disputed item, the Accounting Expert’s determination shall be no and for each item may not assign a value greater than the higher greatest value for such item claimed by either Party or smaller than the smallest value for such item claimed by either Party. The decision of the amounts calculated and submitted by Advisor Pxxxxx and GNL, as the case may be, and no less than the lower of the amounts calculated and submitted by Advisor Pxxxxx and GNL, as the case may be. It is the intent of the Parties that the process set forth in this Section 2.3(c) and the activities of the Accounting Expert in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules Arbitrator shall be followed (including rules with respect to procedures final and discovery). Advisor Parent and GNL shall use their commercially reasonable efforts to cause the Accounting Expert to resolve all such disagreements as soon as practicable but in no event later than sixty (60) days after submission of the disputed issues to the Accounting Expert. The resolution of the dispute by the Accounting Expert shall be final, binding and non-appealable on the Parties, except in the event of fraud or manifest error. The Closing Statement shall be modified if necessary to reflect such determination. The costs, fees and expenses of the Accounting Expert Arbitrator in connection with the Arbitrator’s review pursuant to this Section 2.7(d) (including reasonable attorney’s fees of the Arbitrator) shall be borne fifty percent (50%) by Parent and fifty percent (50%) by the Equityholders out of the Equityholders’ Representative Escrow Account. Each of Parent and the Equityholders’ Representative shall pay its own costs, fees and expenses (including attorney’s fees) in connection with the Arbitrator’s review pursuant to this Section 2.7(d), without right of reimbursement from such other Party; provided, that such costs, fees and expenses of the Equityholders’ Representative (up to a maximum of one million dollars ($1,000,000)), including any amounts payable to the Arbitrator out of the Equityholders’ Representative Escrow Account pursuant to the previous sentence) shall be paid by Advisor Parent, on the one hand, and/or GNL, on the other hand, based upon the percentage which the portion out of the contested amount not awarded to Advisor Parent or GNL, as applicable, bears to the amount actually contested by such Party, as determined by the Accounting Expert. As used in this Agreement, the term “Final Closing Statements” shall mean the Closing Statements described in Section 2.3(a), as prepared by Advisor Pxxxxx and GNL and, if applicable, as subsequently adjusted to reflect any subsequent written agreement between the Parties with respect thereto, or if submitted to the Accounting Expert, the Closing Statements issued by, or reflecting the conclusions of, the Accounting ExpertEquityholders’ Representative Escrow Account.

Final Closing Statement. If either Advisor Parent or GNL HTI timely receive a Notice of DisagreementClosing Statement Objection Notice, Advisor Parent and GNL HTI shall attempt in good faith to resolve any differences that they may have with respect to all matters specified in the Closing Statement Objection Notice of Disagreement (and all discussions related thereto shall, unless otherwise agreed by Advisor Parent and GNLHTI, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of DisagreementClosing Statement Objection Notice, Advisor Pxxxxx Parent and GNL HTI shall submit such dispute to the dispute resolution group of a U.S. national independent accounting firm mutually acceptable to Advisor Parent and GNL (the “Accounting Expert”). Advisor Parent and GNL HTI shall cooperate in good faith to promptly engage the Accounting Expert, pursuant to an engagement letter that requires the Accounting Expert to make all determinations in accordance with the definitions and terms contained herein. If any dispute is submitted to the Accounting Expert, Advisor Pxxxxx Parent and GNL HTI will promptly upon request, furnish to the Accounting Expert such work papers and other documents and information relating to the disputed issues as the Accounting Expert may request and are available to that Party or its independent accountants (including, with respect to GNLHTI, any information of the Surviving EntitiesTarget Companies) and otherwise cooperate fully with the Accounting Expert’s review of the dispute, and both Advisor Pxxxxx Parent and GNL HTI shall be afforded the opportunity to present the Accounting Expert (with a copy concurrently delivered to the other Party) material relating to the determination disputed items and to discuss the determination disputed items with the Accounting Expert. The Accounting Expert (acting as an expert and not as an arbitrator) shall resolve only those matters set forth in such Closing Statement Objection Notice of Disagreement that remain in dispute after the thirty (30)-day resolution period. With respect to any disputed item, the Accounting Expert’s determination shall be no greater than the higher of the amounts calculated and submitted by Advisor Pxxxxx Parent and GNLHTI, as the case may be, and no less than the lower of the amounts calculated and submitted by Advisor Pxxxxx Parent and GNLHTI, as the case may be. It is the intent of the Parties that the process set forth in this Section 2.3(c) and the activities of the Accounting Expert in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). Advisor Parent and GNL HTI shall use their commercially reasonable efforts to cause the Accounting Expert to resolve all such disagreements as soon as practicable but in no event later than sixty (60) days after submission of the disputed issues to the Accounting Expert. The resolution of the dispute by the Accounting Expert shall be final, binding and non-appealable on the Parties, except in the event of fraud or manifest error. The applicable Closing Statement Statement(s) shall be modified if necessary to reflect such determination. The fees and expenses of the Accounting Expert shall be paid by Advisor Parent, on the one hand, and/or GNLHTI, on the other hand, based upon the percentage which the portion of the contested amount not awarded to Advisor Parent or GNLHTI, as applicable, bears to the amount actually contested by such Party, as determined by the Accounting Expert. As used in this Agreement, the term “Final Closing Statements” shall mean the Closing Statements described in Section 2.3(a), as prepared by Advisor Pxxxxx Parent and GNL HTI and, if applicable, as subsequently adjusted to reflect any subsequent written agreement between the Parties with respect thereto, or if submitted to the Accounting Expert, the Closing Statements issued by, or reflecting the conclusions of, the Accounting Expert.