Common use of Final Determination Clause in Contracts

Final Determination. The Independent Expert shall apply the directives and principles set forth in this Agreement to resolve the Disputed Items as to which CGG and the Purchasers have not agreed and to complete the final determination of the Adjustment Amount (if any). The Independent Expert shall not review any item other than those required to resolve the Disputed Items which CGG has not accepted in writing nor proceed with any further investigations, but shall base its decision exclusively on the materials and arguments presented by the parties and their respective Auditors (which materials shall not include any materials not referred to previously in the preparation of the notices contemplated by this Section 2.5). The parties shall, and the Purchasers shall procure that the Companies shall, cooperate with the Independent Expert in all reasonable respects. The parties shall instruct the Independent Expert to simultaneously deliver to CGG and to the Purchasers a letter (the "Independent Expert's Letter") setting forth its final determination of the Adjustment Amount (which shall in no event be more favorable to the Purchasers than that set forth in the Disputed Items Notice or more favorable to CGG than that set forth in the Adjustment Certificate) within the shortest practicable time and shall use its reasonable efforts to do so within thirty (30) days after its appointment and delivery of all relevant information. Such final determination shall, except in the case of manifest error, be final and binding on the parties hereto, and shall be given by the Independent Expert as an expert and not as an arbitrator. The fees, costs and expenses of the Independent Expert so selected will be borne, in the manner determined by the Independent Expert and if no determination is made, equally between CGG, on the one hand, and the Purchasers, on the other hand. For the purposes hereof, either (i) the definitive Audited Closing Balance Sheet agreed upon by CGG and the Purchasers pursuant to Section 2.5.4 above, or (ii) in the absence of an agreement between CGG and the Purchasers, the Audited Closing Balance Sheet read in light of the Independent Expert's Letter delivered by the Independent Expert pursuant to this Section 2.5.6, is referred to herein as the "Final Closing Balance Sheet".

Final Determination. The Independent Expert shall apply the directives and principles set forth in this Agreement to resolve the Disputed Items as to which CGG and the Purchasers have not agreed and to complete the After final determination of the Net Working Capital (the “Final Net Working Capital”), the Closing Net Indebtedness (the “Final Closing Net Indebtedness”) and the Unpaid Transaction Expenses (the “Final Unpaid Transaction Expense Amount”), whether because no Dispute Notice is timely delivered by the Stakeholder Representative or because any disputes are resolved as provided in Section 2.7(b) and Section 2.7(c), the parties shall determine the Final Adjustment Amount (if any). The Independent Expert shall not review any item other than those required to resolve as follows; provided, however, that notwithstanding the Disputed Items which CGG has not accepted in writing nor proceed with any further investigations, but shall base its decision exclusively on the materials and arguments presented by the parties and their respective Auditors (which materials shall not include any materials not referred to previously in the preparation of the notices contemplated by this Section 2.5). The parties shall, and the Purchasers shall procure that the Companies shall, cooperate with the Independent Expert in all reasonable respects. The parties shall instruct the Independent Expert to simultaneously deliver to CGG and to the Purchasers a letter (the "Independent Expert's Letter") setting forth its actual final determination of the Final Net Working Capital, the parties agree that the maximum amount of the Final Net Working Capital Amount for purposes of this Section 2.7 or for purposes of determining the Final Adjustment Amount shall be the Maximum Net Working Capital. (i) If the Final Adjustment Amount is negative, then the Stakeholder Representative and Parent shall, within five (5) Business Days after the final determination thereof, issue joint written instructions directing the Escrow Agent to pay an amount equal to the absolute value of the Final Adjustment Amount out of the Escrow Account by wire transfer of immediately available funds to the account specified by Parent (unless Parent shall have elected to seek payment directly from the Holders as Direct Recourse Damages as provided in Section 9.6). (ii) If the Final Adjustment Amount is positive, then Parent shall, within five (5) Business Days after the final determination thereof, pay (x) a portion of the Final Adjustment Amount to the Paying Agent by wire transfer of immediately available funds to the account specified by the Paying Agent, for distribution to each stockholder its Pro Rata Share of the Final Adjustment Amount (which shall in no event be more favorable subject to the Purchasers than that set forth in the Disputed Items Notice or more favorable to CGG than that set forth in the Adjustment Certificate) within the shortest practicable time and shall use its reasonable efforts to do so within thirty (30) days after its appointment and delivery withholding of all relevant information. Such final determination shall, except in the case of manifest error, be final and binding on the parties hereto, and shall be given by the Independent Expert as an expert and not as an arbitrator. The fees, costs and expenses of the Independent Expert so selected will be borne, in the manner determined by the Independent Expert and if no determination is made, equally between CGG, on the one hand, and the Purchasers, on the other hand. For the purposes hereof, either (i) the definitive Audited Closing Balance Sheet agreed upon by CGG and the Purchasers Taxes pursuant to Section 2.5.4 above, or 2.10) and (iiy) in the absence of an agreement between CGG and the Purchasers, the Audited Closing Balance Sheet read in light remainder of the Independent Expert's Letter delivered by Final Adjustment Amount to the Independent Expert Company for distribution to each Holder of Vested Options its Pro Rata Share of the Final Adjustment Amount (subject to the withholding of Taxes pursuant to this Section 2.5.62.10). (iii) If the Final Adjustment Amount is zero, is referred to herein as the "Final Closing Balance Sheet"then no payments shall be made with respect thereto.

Final Determination. The Independent Expert Final Adjustment Amount shall apply the directives and principles set forth in this Agreement to resolve the Disputed Items as to which CGG and the Purchasers have not agreed and to complete be calculated using the final determination of the Net Working Capital (the “Final Net Working Capital”), the Cash of the Acquired Companies (the “Final Closing Cash”), the Indebtedness (the “Final Closing Indebtedness”), the Unpaid Transaction Expenses (the “Final Unpaid Transaction Expense Amount”), the Net Working Capital Difference (substituting for purposes of the Final Adjustment Amount, “Final Net Working Capital” for “Net Working Capital”), which amount may not exceed the Adjustment Cap Amount (the “Final Net Working Capital Difference”), and the Final Adjusted Closing Cash Consideration calculated from the foregoing, in each case as of the Purchase Price Measurement Time, whether because no Dispute Notice is timely delivered by the Stakeholder Representative or because any disputes are resolved as provided above in Section 2.7(c). No item shall be included or otherwise provided for in more than one of the Final Net Working Capital, Final Closing Cash, Final Closing Indebtedness or Final Unpaid Transaction Expense Amount. (i) If the Final Adjustment Amount is negative, then the Stakeholder Representative shall, within five (5) Business Days after the final determination thereof, pay the absolute value of the Final Adjustment Amount (if any). The Independent Expert up to the Adjustment Cap Amount) out of the Stockholder Reserve Account to Parent by wire transfer of immediately available funds to the account specified by Parent; which such payment unless otherwise agreed by the Stakeholder Representative shall not review any item other than those be satisfied solely out of Stockholder Reserve Account and in no event unless otherwise agreed by the Stakeholder Representative will the Stakeholder Representative, holders of Common Stock and Company Options be required to resolve the Disputed Items which CGG has not accepted make any payment in writing nor proceed with any further investigations, but shall base its decision exclusively on the materials and arguments presented by the parties and their respective Auditors (which materials shall not include any materials not referred to previously in the preparation of the notices contemplated by this Section 2.5). The parties shall, and the Purchasers shall procure that the Companies shall, cooperate with the Independent Expert in all reasonable respects. The parties shall instruct the Independent Expert to simultaneously deliver to CGG and to the Purchasers a letter (the "Independent Expert's Letter") setting forth its final determination excess of the Adjustment Cap Amount (which shall in no event be more favorable to or from a source other than the Purchasers than that set forth in the Disputed Items Notice or more favorable to CGG than that set forth in the Adjustment Certificate) within the shortest practicable time and shall use its reasonable efforts to do so within thirty (30) days after its appointment and delivery of all relevant information. Such final determination shall, except in the case of manifest error, be final and binding on the parties hereto, and shall be given by the Independent Expert as an expert and not as an arbitrator. The fees, costs and expenses of the Independent Expert so selected will be borne, in the manner determined by the Independent Expert and if no determination is made, equally between CGG, on the one hand, and the Purchasers, on the other hand. For the purposes hereof, either (i) the definitive Audited Closing Balance Sheet agreed upon by CGG and the Purchasers pursuant to Section 2.5.4 above, or Stockholder Reserve Account. (ii) in If the absence of an agreement between CGG and Final Adjustment Amount is positive, then Parent shall, within five (5) Business Days after the Purchasersfinal determination thereof, pay or cause to be paid the Audited Closing Balance Sheet read in light Final Adjustment Amount (up to the Adjustment Cap Amount) for the benefit of the Independent Expert's Letter delivered Holders as follows: (A) to the Paying Agent by wire transfer of immediately available funds to the account specified by the Independent Expert Stakeholder Representative, for distribution to each Holder of Common Stock, an amount equal to the number of shares of Common Stock held by such Holder as of the Purchase Price Measurement Time times the Adjusted Share Distribution Amount and (B) to the Surviving Corporation or one of its Subsidiaries for distribution through its payroll system to each Holder of a Vested Company Option that is an In-the-Money Company Option at the time of such Distribution, with respect to each such In-the-Money Company Option, an amount equal to the Adjusted Option Distribution Amount relating to such Distribution (less any applicable withholding Taxes). (iii) If the Final Adjustment Amount is zero, then no payments shall be made with respect thereto. (iv) All amounts payable pursuant to this Section 2.5.62.7 shall be made without deduction, is referred set-off, counterclaim or, other than with respect to herein payments in respect of Company Options as set forth in Section 2.3(c) or pursuant to Section 6.10(b), withholding. Any payments made to or by the "Final Closing Balance Sheet"Stockholders or holders of Company Options pursuant to this Section 2.7 shall be treated as an adjustment to the Merger Consideration and Option Payments.

Final Determination. The Independent Expert After final determination of Net Working Capital, Closing Cash (“Final Closing Cash”), Closing Indebtedness (“Final Closing Indebtedness”), Unpaid Transaction Expenses (“Final Unpaid Transaction Expense Amount”), Current Income Taxes (“Final Current Income Taxes”) and the Net Working Capital Difference (the “Final Net Working Capital Difference”), whether because no Dispute Notice is timely delivered by the Stakeholder Representative, because amounts are accepted (or deemed accepted because they were not objected to by the Stakeholder Representative) in the Dispute Notice, or because any disputes are resolved as provided in Section 2.8(c) above, the parties shall apply determine the directives Final Adjustment Amount. (i) If the Final Adjustment Amount is negative, then promptly (and principles in any event, within five (5) Business Days after the final determination thereof), the Stakeholder Representative and Purchaser shall deliver joint written instructions to the Escrow Agent to direct the Escrow Agent to (A) pay the absolute value of the Final Adjustment Amount out of the Escrow Account by wire transfer of immediately available funds to the account specified by Purchaser (which such payment shall be satisfied solely out of the Escrow Amount and in no event will the Seller or the holders of Common Stock, Company Options or Company RSUs be required to make any payment in excess of such Escrow Amount) and (B) distribute any amount remaining in the Escrow Account following the payment described in the foregoing clause (A) to (w) an account designated by the Seller in an amount equal to the Holdings Distribution Amount with respect to such remainder, (x) to the Stakeholder Representative or its designee by wire transfer of immediately available funds to the account(s) specified by the Stakeholder Representative, for distribution to each Stockholder (other than Holdings) in an amount equal to the product of (1) Distribution Per Share Amount of such remainder multiplied by (2) the number of shares of Common Stock held by such Stockholder immediately prior to the Effective Time, (y) the Surviving Corporation or one of its Subsidiaries for distribution through its payroll system to the Holders of Company Options, an aggregate amount equal to the product of (1) the Distribution Per Share Amount of such remainder multiplied by (2) the aggregate number of shares of Class B Common Stock subject to Company Options outstanding immediately prior to the Effective Time, with the amount distributed to any Holder of a Company Option to equal the Distribution Per Share Amount of such remainder for all shares of Class B Common Stock subject to such Company Option and (z) the Surviving Corporation or one of its Subsidiaries for distribution through its payroll system to the Holders of Company RSUs, an aggregate amount equal to the product of (1) the Distribution Per Share Amount of such remainder multiplied by (2) the aggregate number of Company RSUs outstanding immediately prior to the Effective Time, with the amount distributed to any Holder of a Company RSU to equal the Distribution Per Share Amount of such remainder for each Company RSU held by such Holder. Notwithstanding anything to the contrary in this Agreement or any other Transaction Agreement, all calculations of the amounts payable to each of the Seller, the Holders of Common Stock (other than Holdings) and the Holders of Company Options and Company RSUs pursuant to clause (B) hereof shall be solely performed by, and solely the responsibility of, the Stakeholder Representative, and none of Purchaser, the Acquired Companies or any of their Affiliates shall have any Liability with respect thereto, other than payment to Holders of Company Options and Holders of Company RSUs in the amounts and to the Persons directed by the Stakeholder Representative in writing. (ii) If the Final Adjustment Amount is positive, then (I) Purchaser shall, within five (5) Business Days after the final determination thereof, pay or cause to be paid the Final Adjustment Amount for the benefit of the Holders as follows: (A) to an account designated by the Seller, payment in an amount equal to the Holdings Distribution Amount with respect to such Final Adjustment Amount, (B) to the Stakeholder Representative or its designee by wire transfer of immediately available funds to the account(s) specified by the Stakeholder Representative, for distribution to each Stockholder (other than Holdings), an amount equal to the product of (1) Distribution Per Share Amount of the Final Adjustment Amount multiplied by (2) the number of shares of Common Stock held by such Stockholder immediately prior to the Effective Time, (C) to the Surviving Corporation or one of its Subsidiaries for distribution through its payroll system to the Holders of Company Options, an aggregate amount equal to the product of (1) the Distribution Per Share Amount of the Final Adjustment Amount multiplied by (2) the aggregate number of shares of Class B Common Stock subject to Company Options outstanding immediately prior to the Effective Time, with the amount distributed to any Holder of a Company Option to equal the Distribution Per Share Amount of the Final Adjustment Amount for all shares of Class B Common Stock subject to such Company Option held by such Holder, and (D) to the Surviving Corporation or one of its Subsidiaries for distribution through its payroll system to the Holders of Company RSUs, an aggregate amount equal to the product of (1) the Distribution Per Share Amount of the Final Adjustment Amount multiplied by (2) the aggregate number of Company RSUs outstanding immediately prior to the Effective Time, with the amount distributed to any Holder of a Company RSU to equal the Distribution Per Share Amount of the Final Adjustment Amount for each Company RSU held by such Holder, and (II) the Stakeholder Representative and Purchaser shall promptly deliver joint written instructions to the Escrow Agent directing the Escrow Agent to distribute the amount in the Escrow Account to the Seller, to the Holders of Common Stock and to the Holders of Company Options and Company RSUs, in each case in accordance with the procedures set forth in clause (B) of Section 2.8(d)(i). Notwithstanding anything to the contrary in this Agreement or any other Transaction Agreement, all calculations of the amounts payable to resolve each of the Disputed Items as to which CGG Seller, the Holders of Common Stock (other than Holdings) and the Purchasers Holders of Company Options and Company RSUs pursuant to this clause (ii) shall be solely performed by, and solely the responsibility of, the Stakeholder Representative, and none of Purchaser, the Acquired Companies or any of their Affiliates shall have not agreed and to complete the final determination of the Adjustment Amount (if any). The Independent Expert shall not review any item Liability with respect thereto, other than those required payment to resolve the Disputed Items which CGG has not accepted in writing nor proceed with any further investigations, but shall base its decision exclusively on the materials Holders of Company Options and arguments presented by the parties and their respective Auditors (which materials shall not include any materials not referred to previously Holders of Company RSUs in the preparation of the notices contemplated by this Section 2.5). The parties shall, and the Purchasers shall procure that the Companies shall, cooperate with the Independent Expert in all reasonable respects. The parties shall instruct the Independent Expert to simultaneously deliver to CGG amounts and to the Purchasers a letter Persons directed by the Stakeholder Representative in writing. (iii) If the "Independent Expert's Letter") setting forth its final determination of the Final Adjustment Amount (which is zero, then the Stakeholder Representative and Purchaser shall in no event be more favorable promptly deliver joint written instructions to the Purchasers Escrow Agent directing the Escrow Agent to distribute the amount in the Escrow Account to the Seller, to the Holders of Common Stock (other than that Holdings) and to the Holders of Company Options and Company RSUs, in each case in accordance with the procedures set forth in clause (B) of Section 2.8(d)(i). Notwithstanding anything to the Disputed Items Notice contrary in this Agreement or more favorable any other Transaction Agreement, all calculations of the amounts payable to CGG each of the Seller, the Holders of Common Stock (other than that set forth Holdings) and the Holders of Company Options and Company RSUs pursuant to this clause (iii) shall be solely performed by, and solely the responsibility of, the Stakeholder Representative, and none of Purchaser, the Acquired Companies or any of their Affiliates shall have any Liability with respect thereto, other than payment to Holders of Company Options and Holders of Company RSUs in the Adjustment Certificateamounts and to the Persons directed by the Stakeholder Representative in writing. (iv) within the shortest practicable time and shall use its reasonable efforts All amounts payable pursuant to do so within thirty (30) days after its appointment and delivery of all relevant information. Such final determination shall, except in the case of manifest error, be final and binding on the parties hereto, and this ARTICLE II shall be given made without deduction, set-off, counterclaim or, other than solely with respect to (x) payments in respect of Company Options and Company RSUs, (y) payments contemplated to be withheld from any Holder by a Rollover Agreement or (z) payments included in Indebtedness or Transaction Expenses to the extent in respect of payments to employees, applicable withholding. Any payments made to or by the Independent Expert as an expert and not as an arbitrator. The fees, costs and expenses of the Independent Expert so selected will be borne, in the manner determined by the Independent Expert and if no determination is made, equally between CGG, on the one hand, Seller and the Purchasers, on the other hand. For the purposes hereof, either (i) the definitive Audited Closing Balance Sheet agreed upon by CGG and the Purchasers pursuant to Section 2.5.4 above, or (ii) in the absence of an agreement between CGG and the Purchasers, the Audited Closing Balance Sheet read in light of the Independent Expert's Letter delivered by the Independent Expert Stockholders pursuant to this Section 2.5.6, is referred 2.8 shall be treated as an adjustment to herein as the "Final Closing Balance Sheet"Per Share Cash Consideration.

Final Determination. The Independent Expert No later than one (1) Business Day following the Final Determination Date of such Earnout Statement (or, if later, within four Business Days following receipt by Parent of the Earnout Consideration Schedules), Parent shall apply pay to the directives and principles set forth in this Agreement Exchange Agent (for the account of the Unitholders) by wire transfer or delivery of other immediately available funds or certificates, as applicable, an amount equal to resolve the Disputed Items as Earnout Consideration due pursuant to which CGG and the Purchasers have not agreed and to complete the final determination of such Earnout Statement pursuant to Section 1.12(b) and instruct the Adjustment Exchange Agent to distribute such Earnout Consideration within four (4) Business Days thereafter (or such later date, if any, contemplated by Section 1.9(c)) in accordance with the provisions of this Agreement. Notwithstanding the foregoing or anything else to the contrary in this Agreement, from and after the Closing in the event that Parent claims that any Parent Indemnified Person is entitled to indemnification or other payments under this Agreement or in connection with the transactions contemplated hereby (to the extent permitted in accordance with Article 7 or Section 9.7(b) hereof) in an amount (the “Excess Amount”) in excess of (i) any remaining Cash Escrow Funds (as defined in the Indemnification Escrow Agreement) or Escrowed Shares (as defined in the Indemnification Escrow Agreement and valued at the Parent Common Stock Value) less (ii) any Claimed Amount (if any). The Independent Expert as defined in the Indemnification Escrow Agreement) which has not been previously paid to Parent, then Parent shall be entitled to retain such Excess Amount from the Earnout Consideration until the claims of any such Parent Indemnified Persons have been resolved; provided, however, that the Excess Amount shall not review any item other be greater than the Adjustable Earnout Setoff Amount with respect to those required indemnification rights of Parent Indemnified Persons that are subject to resolve the Disputed Items which CGG has not accepted Parent Special Matters Cap (it being understood that if Releases are executed by 100% of the Unitholders, the Adjustable Earnout Setoff Amount shall be zero (0) and (except in writing nor proceed with any further investigationsinstances of breach, but shall base its decision exclusively on the materials and arguments presented by the parties and their respective Auditors (which materials fraud or intentional misrepresentation) Parent shall not include be entitled to retain any materials not referred to previously in the preparation portion of the notices Earnout Consideration with respect to those indemnification rights of Parent Indemnified Persons that are subject to the Parent Special Matters Cap); provided, further, that (except in instances of willful breach, fraud or intentional misrepresentation) Parent shall pay any portion of the Earnout Consideration in excess of the Excess Amount to the Exchange Agent (for the account of the Unitholders) by wire transfer or delivery of other immediately available funds or certificates, as applicable, as contemplated by this Section 2.5)Agreement. The parties shallPromptly following the resolution of any such claims, and Parent shall pay to the Purchasers shall procure that Exchange Agent (for the Companies shallaccount of the Unitholders) as contemplated by this Agreement by wire transfer or delivery of other immediately available funds or certificates, cooperate with as applicable, the Independent Expert in all reasonable respects. The parties shall instruct portion, if any, of the Independent Expert Excess Amount to simultaneously deliver to CGG which the Parent Indemnified Persons are not entitled and to the Purchasers a letter (applicable Parent Indemnified Persons the "Independent Expert's Letter") setting forth its final determination portion, if any, of the Adjustment Excess Amount (to which shall in no event be more favorable to the Purchasers than that set forth in the Disputed Items Notice or more favorable to CGG than that set forth in the Adjustment Certificate) within the shortest practicable time and shall use its reasonable efforts to do so within thirty (30) days after its appointment and delivery of all relevant information. Such final determination shall, except in the case of manifest error, be final and binding on the parties hereto, and shall be given by the Independent Expert as an expert and not as an arbitrator. The fees, costs and expenses of the Independent Expert so selected will be borne, in the manner determined by the Independent Expert and if no determination is made, equally between CGG, on the one hand, and the Purchasers, on the other hand. For the purposes hereof, either (i) the definitive Audited Closing Balance Sheet agreed upon by CGG and the Purchasers pursuant to Section 2.5.4 above, or (ii) in the absence of an agreement between CGG and the Purchasers, the Audited Closing Balance Sheet read in light of the Independent Expert's Letter delivered by the Independent Expert pursuant to this Section 2.5.6, is referred to herein as the "Final Closing Balance Sheet"they are entitled.

Final Determination. The Independent Expert (a) If Parent indicates in writing its acceptance of the Preliminary Statement and of Buyer Parent’s calculation of the Closing Working Capital Value, or fails to object thereto in accordance with Section 3.2(b), then Buyer Parent’s calculation of the Closing Working Capital Value reflected in the Preliminary Statement shall apply be deemed to be the directives final Closing Working Capital Value. When determining the final amount of the Closing Working Capital Value, the Closing Working Capital Value shall be decreased by fifty percent (50%) of the amount of any accruals incurred by the Acquired Entities between the period commencing on October 1, 2006 and principles set forth ending on the Closing Date for payment obligations of the Acquired Entities or the Buying Parties referenced in Schedule 3.2(a) (it being understood that such accruals shall be excluded from the calculation of September Working Capital Value and from the calculation of the Closing Working Capital Value except as expressly provided in this Agreement sentence). Such accruals shall be determined consistent with the internal balance sheet of the Acquired Entities at September 30, 2006. (b) Parent may indicate in writing its objection to the calculation of the Closing Working Capital Value by written notice to Buyer Parent delivered within twenty (20) days following delivery by Buyer Parent of the Preliminary Statement (the “Objection”), which shall specify in detail any disputes or objections thereto (the “Objection Disputes”) and Parent’s proposed resolution of each such dispute. If proper Objection is timely delivered, then Parent and Buyer Parent shall endeavor in good faith to resolve the Disputed Items as Objection Disputes and to which CGG agree on a mutually acceptable calculation of the Closing Working Capital Value. If, within twenty (20) days following delivery of the Objection, Parent and the Purchasers Buyer Parent have not resolved all Objection Disputes and agreed to the Closing Working Capital Value, then Buyer Parent and to complete the final determination Parent shall engage one of the Adjustment Amount so-called “big four” accounting firms (if anyother than Parent’s Auditors or the auditors used by Buyer Parent or its Affiliates), reasonably acceptable to Parent and Buyer Parent (the “Designated Arbitrator”), to resolve any unresolved Objection Disputes. If the parties fail to agree upon a Designated Arbitrator, then the Designated Arbitrator shall be a firm of certified public accountants designated by the American Arbitration Association in New York, New York. The Independent Expert Designated Arbitrator shall not review any item other than those required be instructed to resolve the Disputed Items which CGG has not accepted set forth a procedure to provide for prompt resolution and make its determination in writing nor proceed with any further investigations, but shall base its decision exclusively on the materials and arguments presented by the parties and their respective Auditors (which materials shall not include any materials not referred to previously in the preparation respect of the notices contemplated by this Section 2.5). The parties shall, and the Purchasers shall procure that the Companies shall, cooperate with the Independent Expert in all reasonable respects. The parties shall instruct the Independent Expert to simultaneously deliver to CGG and to the Purchasers a letter (the "Independent Expert's Letter") setting forth its final determination of the Adjustment Amount (which shall in no event be more favorable to the Purchasers than that set forth in the Disputed Items Notice or more favorable to CGG than that set forth in the Adjustment Certificate) within the shortest practicable time and shall use its reasonable efforts to do so Closing Working Capital Value within thirty (30) days after following its appointment retention. The Closing Working Capital Value will be determined by the Designated Arbitrator in accordance with the Schedule 1.1. Each Party shall submit to the Designated Arbitrator and delivery exchange with each other, on a schedule to be determined by the Designated Arbitrator, a proposed Closing Working Capital Value, together with a statement, including all supporting documents or other evidence upon which it relies, setting forth such party’s explanation as to why its proposal is reasonable and appropriate. Based upon the Parties’ submission of such proposals and supporting documents to the Designated Arbitrator, the Designated Arbitrator shall resolve all relevant informationunresolved Objection Disputes and shall determine the Closing Working Capital Value. Such final The Designated Arbitrator’s determination shallshall be limited to awarding only one of the two proposals submitted, except shall be made within fifteen (15) days of its receiving such proposals and supporting documents, and shall be set forth in a written statement delivered to Parent and Buyer Parent. The Designated Arbitrator’s determination of such Objection Disputes and the case of manifest error, Closing Working Capital Value shall be final and binding on upon the parties hereto. A judgment of a court of competent jurisdiction in accordance with Section 13.9 may be entered to enforce the Designated Arbitrator’s determination. All fees and costs of the Designated Arbitrator, and if any, shall be given paid by the Independent Expert as an expert and not as an arbitratorParty whose Closing Working Capital Value is rejected by the Designated Arbitrator. The fees, costs and expenses process set forth in this Section 3.2 shall be the exclusive remedy of the Independent Expert so selected will be borne, in Parties for any disputes related to items reflected on the manner determined Preliminary Statement or covered by the Independent Expert and if no determination is made, equally between CGG, on the one hand, and the Purchasers, on the other hand. For the purposes hereof, either (i) the definitive Audited Closing Balance Sheet agreed upon by CGG and the Purchasers pursuant to Section 2.5.4 above, or (ii) in the absence of an agreement between CGG and the Purchasers, the Audited Closing Balance Sheet read in light calculation of the Independent Expert's Letter delivered by Closing Working Capital Value, whether or not the Independent Expert pursuant to this Section 2.5.6, is referred to herein as the "Final Closing Balance Sheet"underlying facts and circumstances constitute a breach of any representations or warranties.