Common use of Objection Clause in Contracts

Objection. The Estimated Net Current Assets shall be deemed accepted by Sellers and binding unless Sellers send Buyer a written objection thereto within thirty (30) days following Sellers’ receipt thereof. In the event that Sellers deliver a timely written objection as aforesaid, and Buyer and Sellers are unable to resolve such objection within thirty (30) days after Buyer is notified of Sellers’ objection, the matters in dispute shall be submitted for final and binding determination to a firm of independent certified public accountants of national recognition and standing jointly selected by Buyer and Sellers (the “Accountants”). The Accountants shall prepare their resolution statement within forty-five (45) days of appointment. In the event that the parties cannot agree on the identity of the Accountants, the firm to be used shall be selected by lot from among the “Big 4” accounting firms having offices in the Hartford, Connecticut area, other than those firms which have had a material relationship with Buyer or Sellers. The Estimated Net Current Assets proposed by Buyer, as adjusted by agreement of Sellers and Buyer or finally determined by the Accountants, as applicable, to reflect the resolution of any timely objections made thereto by Sellers in accordance with this paragraph, shall constitute the “Final Net Current Assets” and shall be binding on the parties hereto. Buyer and Sellers shall each pay their own expenses of preparing and analyzing the Estimated Net Current Assets and resolving objections thereto. The fees and expenses of the Accountants used to resolve objections will be borne equally by Buyer and Sellers.

Objection. The Estimated Net Current Assets shall be deemed accepted by Sellers and binding unless Sellers send Buyer a If the Associates’ Representative has any objections to the Calculation Notice, then he or she must provide VFAM with written objection thereto notice of the objections within thirty (30) days following Sellershis or her receipt of the Calculation Notice. The written notice must describe in reasonable detail the manner in which VFAM allegedly failed to account for or calculate the Contingent Earnings in accordance with this Agreement. Except with respect to fraud, bad faith or willful misconduct by VFAM, the Associates’ receipt thereofRepresentative and the members of the Associates Group will be precluded from later raising any objection to the Contingent Earnings which is not raised in the notice. In the event that Sellers deliver a timely written objection as aforesaid, VFAM and Buyer and Sellers are unable Associates’ Representative will use reasonable efforts to resolve such objection any objections to the Contingent Earnings calculation. If VFAM and Associates’ Representative do not resolve the objections within thirty (30) days after Buyer VFAM’s receipt of Associates’ Representative’s written notice of objections, then VFAM and Associates’ Representative will select an accounting firm mutually acceptable to them to resolve any remaining objections. If VFAM and Associates’ Representative are unable to agree on an accounting firm, they will select a nationally-recognized accounting firm (excluding their respective regular outside accounting firms) by lot. Any accounting firm agreed to or chosen in this way is notified of Sellers’ objection, the matters in dispute shall be submitted for final and binding determination hereinafter referred to a firm of independent certified public accountants of national recognition and standing jointly selected by Buyer and Sellers (as the “Accountants”). The Associates’ Representative shall be under no obligation to initiate a determination by the Accountants unless and until some or all of the Associates Group agree in writing to pay any fees and expenses incurred in accordance with Section 1.08(c) hereof, and deposit with the Associates’ Representative such amount of money as he shall prepare consider sufficient in his reasonable judgment to cover the estimated amount of such fees and expenses. If a dispute is submitted to the Accountants for resolution, VFAM and Associates’ Representative: (i) will exchange and furnish or make available to the Accountants at reasonable times and upon reasonable notice, the Contingent Earnings calculations, and such financial statements, work papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party (or its independent public accountants), including supporting schedules, work papers and back-up materials used in preparing the Contingent Earnings calculation, the books, records, and financial staff of VFAM, the parties’ accountants, and summaries by VFAM and the Associates’ Representative of their resolution statement within forty-five of any objections thereto; and (45ii) days of appointmentwill be afforded the opportunity to present to the Accountants any material relating to the Accountants’ determination, and to discuss with the Accountants in a hearing with all parties present, the Accountants’ determination. In the event that the parties cannot agree on the identity The role of the AccountantsAccountants will be to determine whether VFAM properly accounted for and calculated the Contingent Earnings in accordance with this Agreement. If the Accountants determine that any disputed items resulted in an incorrect determination of the Contingent Earnings, then the firm to Accountants will recalculate the Contingent Earnings for the applicable Fiscal Year and so notify VFAM and Associates’ Representative. Such amount will be used shall be selected by lot from among deemed the “Big 4” accounting firms having offices in the Hartford, Connecticut area, other than those firms which have had a material relationship with Buyer or SellersContingent Earnings. The Estimated Net Current Assets proposed by BuyerAccountant’s determination of Contingent Earnings for the Fiscal Year in question, as adjusted by agreement of Sellers and Buyer or finally determined set forth in a notice delivered to both parties by the Accountants, as applicable, to reflect the resolution of any timely objections made thereto by Sellers in accordance with this paragraph, shall constitute the “Final Net Current Assets” and shall will be binding and conclusive on the parties hereto. Buyer and Sellers shall each pay their own expenses of preparing and analyzing the Estimated Net Current Assets and resolving objections thereto. The fees and expenses of the Accountants used to resolve objections will be borne equally by Buyer and Sellersparties.

Objection. The Estimated Net Current Assets shall be deemed accepted by Sellers and binding unless Sellers send Buyer a written objection thereto within thirty (30) days following Sellers’ receipt thereof. In On or prior to the event that Sellers deliver a timely written objection as aforesaid, and Buyer and Sellers are unable to resolve such objection within thirty (30) days after Buyer is notified of Sellers’ objection, the matters in dispute shall be submitted for final and binding determination to a firm of independent certified public accountants of national recognition and standing jointly selected by Buyer and Sellers (the “Accountants”). The Accountants shall prepare their resolution statement within forty-five (45) days of appointment. In the event that the parties cannot agree on the identity last day of the AccountantsReview Period, Seller Stockholder Representative may object to the firm to be used shall be selected by lot from among Closing Statement and the “Big 4” accounting firms having offices in the Hartfordcalculations of any of (A) Closing Net Working Capital, Connecticut area(B) Closing Cash, other than those firms which have had a material relationship with Buyer or Sellers. The Estimated Net Current Assets proposed by Buyer(C) Closing Indebtedness, (D) Closing Transaction Expenses and (E) Tax Liability Amount as adjusted by agreement of Sellers and Buyer or finally determined by the Accountantsset forth therein, as applicable, by delivering to reflect Buyer a written statement setting forth its objections in reasonable detail, indicating each disputed item or amount and the resolution of any timely basis for its disagreement therewith, including documentation supporting such objections made thereto by Sellers in accordance with this paragraph, shall constitute (the “Final Statement of Objections”). If Seller Stockholder Representative does not deliver a Statement of Objections before the expiration of the Review Period with respect to any of the calculation, then the Closing Statement and the calculation of (A) Closing Net Current Assets” Working Capital, (B) Closing Cash, (C) Closing Indebtedness, (D) Closing Transaction Expenses and (E) the Tax Liability Amount set forth therein are deemed to have been accepted by Seller Stockholder Representative and shall be final, binding on and conclusive for all purposes hereunder. Any calculation that is not disputed in any Statement of Objections shall also be final, binding and conclusive for all purposes hereunder. If Seller Stockholder Representative delivers a Statement of Objections before the parties hereto. expiration of the Review Period, Buyer and Sellers Seller Stockholder Representative shall each pay their own expenses of preparing negotiate in good faith to resolve the objections made therein within 30 days (or such other time as Seller Stockholder Representative and analyzing Buyer agree in writing) after the Estimated Net Current Assets and resolving objections thereto. The fees and expenses delivery of the Accountants used to resolve objections will Statement of Objections (the “Resolution Period”) and such negotiations shall be borne equally governed by Buyer Rule 408 of the Federal Rules of Evidence and Sellersany applicable similar law. If the same are so resolved within the Resolution Period, then such resolution shall be evidenced in writing and be final and binding.

Objection. The Estimated Within 30 days of receipt of the Draft Closing Date Statement, the Vendors’ Representative may notify the Purchaser in writing of any objections it may have to the Draft Closing Date Statement and the Working Capital and/or Net Current Assets Debt set forth therein (an “Objection Notice”), which Objection Notice will set forth the amount in dispute and a description of the nature and basis for each of the disagreements. If an Objection Notice is not so delivered to the Purchaser, the Draft Closing Date Statement shall become the “Closing Date Statement” for the purposes hereof and the Working Capital and the Net Debt set forth in the Draft Closing Date Statement will be deemed accepted by Sellers conclusive and binding unless Sellers send Buyer a written objection thereto within thirty (30) days following Sellerson the Parties. If an Objection Notice is so delivered to the Purchaser, then the Vendors’ receipt thereof. In Representative and the event that Sellers deliver a timely written objection as aforesaidPurchaser will forthwith, and Buyer and Sellers are unable in any event within 15 days, negotiate in good faith to resolve any such objection within thirty (30) days after Buyer is notified of Sellers’ objection, the matters in dispute shall be submitted for final and binding determination to a firm of independent certified public accountants of national recognition and standing jointly selected by Buyer and Sellers (the “Accountants”). The Accountants shall prepare their resolution statement within forty-five (45) days of appointmentobjections. In the event that the parties Vendors’ Representative and the Purchaser are unable to resolve all such objections within 15 days after the Purchaser’s receipt of such Objection Notice, the Vendors’ Representative and the Purchaser will submit such remaining disagreements to PKF International Limited or BDO UK LLP, in England, or such other mutually agreeable English nationally-recognized firm of independent chartered accountants (the “Independent Accountant”) whose determination of the dispute will be made within 15 days of the date of such submission. If the Vendors’ Representative and the Purchaser cannot agree on the identity selection of the Accountantsa nationally-recognized firm of independent chartered accountants to act as Independent Accountant, the firm either of them may apply to a court of competent jurisdiction to appoint such an Independent Accountant, and such appointment will be used shall be selected by lot from among the “Big 4” accounting firms having offices in the Hartford, Connecticut area, other than those firms which have had a material relationship with Buyer or Sellers. The Estimated Net Current Assets proposed by Buyer, as adjusted by agreement of Sellers conclusive and Buyer or finally determined by the Accountants, as applicable, to reflect the resolution of any timely objections made thereto by Sellers in accordance with this paragraph, shall constitute the “Final Net Current Assets” and shall be binding on the parties hereto. Buyer and Sellers shall each pay their own expenses of preparing and analyzing the Estimated Net Current Assets and resolving objections theretoParties. The fees Independent Accountant’s determination of Working Capital and expenses of the Accountants used to resolve objections Net Debt will be borne equally by Buyer conclusive and Sellersbinding on the Parties, absent manifest error, and will become the “Closing Date Statement” for purposes hereof.

Objection. The Estimated On or prior to the last day of the Review Period, Seller may object in writing to the calculations of Closing Net Current Assets Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, by delivering to Purchasers a written statement setting forth Seller’s objections in reasonable detail, indicating the nature and amount of any dispute as to Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, as set forth in the Final Closing Statement, and the basis with reasonable support for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections prior to the expiration of the Review Period, then the Final Closing Statement will be deemed to have been accepted by Seller. If Seller delivers a Statement of Objections on or prior to the last day of the Review Period, then Seller and Purchasers shall negotiate in good faith to resolve any differences that they may have with respect to the computation of Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses as specified in the Final Closing Statement within fifteen (15) days after the receipt by Purchasers of the Statement of Objections (the “Resolution Period”). Seller shall be deemed accepted by Sellers to have agreed with all items and binding unless Sellers send Buyer a written objection thereto within thirty (30) days following Sellers’ receipt thereof. In amounts of Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses not specifically referenced in the event that Sellers deliver a timely written objection as aforesaidStatement of Objections, and Buyer such items and Sellers are unable amounts shall not be subject to resolve such objection within thirty (30) days after Buyer is notified of Sellers’ objection, the matters review in dispute shall be submitted for final and binding determination to a firm of independent certified public accountants of national recognition and standing jointly selected by Buyer and Sellers (the “Accountants”accordance with Section 1.04(b)(iv). The Accountants shall prepare their resolution statement within forty-five (45) days Any Statement of appointment. In the event that the parties cannot agree Objections may reference only disagreements based on mathematical errors or based on amounts of Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses as reflected on the identity of the Accountants, the firm to be used shall be selected by lot from among the “Big 4” accounting firms having offices in the Hartford, Connecticut area, other than those firms which have had a material relationship with Buyer or Sellers. The Estimated Net Current Assets proposed by Buyer, as adjusted by agreement of Sellers and Buyer or finally determined by the Accountants, as applicable, to reflect the resolution of any timely objections made thereto by Sellers Final Closing Statement not being calculated in accordance with this paragraphSection 1.04, shall constitute the “definitions of Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses and, with respect to Closing Net Working Capital, Closing Indebtedness and Closing Cash only, the Applicable Accounting Principles. If such objections are resolved within the Resolution Period, the Final Net Current Assets” and Closing Statement shall be updated with such changes as have been agreed to in writing by Seller and Purchasers, and will be final and binding on the parties hereto. Buyer Parties and Sellers shall each pay their own expenses of preparing and analyzing the Estimated Net Current Assets and resolving objections thereto. The fees and expenses of the Accountants used not be subject to resolve objections will be borne equally by Buyer and Sellersappeal or further review.

Objection. The Estimated Net Current Assets (a) On or before the last day of the Teck Review Period, Teck US may object to the PolyMet Closing Permitted Expenses Statement by delivering to JVCo a written statement setting out Teck US's objections in reasonable detail, indicating each disputed item or amount and the basis for Teck US's disagreement therewith (a "Teck Statement of Objections"). If Teck US fails to deliver a Teck Statement of Objections before the expiration of the Teck Review Period, the PolyMet Closing Permitted Expenses Statement and the Post-Closing Permitted Expenses Adjustment, as the case may be, reflected in the PolyMet Closing Permitted Expenses Statement shall be deemed to have been accepted by Sellers Teck US. If Teck US delivers the Teck Statement of Objections before the expiration of the Teck Review Period, Teck US and binding unless Sellers send Buyer a written objection thereto within thirty (30) days following Sellers’ receipt thereof. In the event that Sellers deliver a timely written objection as aforesaid, and Buyer and Sellers are unable JVCo shall negotiate to resolve such objection objections within thirty (30) 30 days after Buyer is notified the delivery of Sellers’ objectionthe Teck Statement of Objections (the "Teck Resolution Period"), and, if the same are so resolved within the Teck Resolution Period, the matters Post-Closing Permitted Expenses Adjustment and the PolyMet Closing Permitted Expenses Statement with such changes as may have been previously agreed in dispute writing by Teck US and JVCo, shall be submitted for final and binding determination binding. (b) On or before the last day of the PolyMet Review Period, JVCo may object to the Teck Closing Permitted Expenses Statement by delivering to Teck US a firm written statement setting out JVCo's objections in reasonable detail, indicating each disputed item or amount and the basis for JVCo's disagreement therewith (a "PolyMet Statement of independent certified public accountants Objections"). If JVCo fails to deliver a PolyMet Statement of national recognition Objections before the expiration of the PolyMet Review Period, the Teck Closing Permitted Expenses Statement and standing jointly selected the Post-Closing Permitted Expenses Adjustment, as the case may be, reflected in the Teck Closing Permitted Expenses Statement shall be deemed to have been accepted by Buyer JVCo. If JVCo delivers the PolyMet Statement of Objections before the expiration of the PolyMet Review Period, JVCo and Sellers Teck US shall negotiate to resolve such objections within 30 days after the delivery of the PolyMet Statement of Objections (the “Accountants”"PolyMet Resolution Period"). The Accountants shall prepare their resolution statement , and, if the same are so resolved within forty-five (45) days of appointment. In the event that the parties cannot agree on the identity of the AccountantsPolyMet Resolution Period, the firm to be used Post-Closing Permitted Expenses Adjustment and the Teck Closing Permitted Expenses Statement with such changes as may have been previously agreed in writing by JVCo and Teck US, shall be selected by lot from among the “Big 4” accounting firms having offices in the Hartford, Connecticut area, other than those firms which have had a material relationship with Buyer or Sellers. The Estimated Net Current Assets proposed by Buyer, as adjusted by agreement of Sellers final and Buyer or finally determined by the Accountants, as applicable, to reflect the resolution of any timely objections made thereto by Sellers in accordance with this paragraph, shall constitute the “Final Net Current Assets” and shall be binding on the parties hereto. Buyer and Sellers shall each pay their own expenses of preparing and analyzing the Estimated Net Current Assets and resolving objections thereto. The fees and expenses of the Accountants used to resolve objections will be borne equally by Buyer and Sellersbinding.

Objection. The Estimated Net Current Assets shall be deemed accepted by Sellers Seller and binding unless Sellers send Seller sends Buyer a written objection thereto within thirty (30) days following Sellers’ Seller's receipt thereof. In the event that Sellers deliver Seller delivers a timely written objection as aforesaid, and Buyer and Sellers Seller are unable to resolve such objection within thirty (30) days after Buyer is notified of Sellers’ Seller's objection, the matters in dispute shall be submitted for final and binding determination to a firm of independent certified public accountants of national recognition and standing jointly selected by Buyer and Sellers Seller (the “"Accountants”"). The Accountants shall prepare their resolution statement within forty-five (45) days of appointment. In the event that the parties cannot are required to agree on the identity of the AccountantsAccountants but are unable to do so, then the firm to be used shall be selected by lot from among the “"Big 4” " accounting firms having offices in the Hartford, Connecticut areafirms, other than those firms which have had a material relationship with Buyer or SellersSeller. The Estimated Net Current Assets proposed by Buyer, as adjusted by agreement of Sellers Seller and Buyer or finally determined by the Accountants, as applicable, to reflect the resolution of any timely objections made thereto by Sellers Seller in accordance with this paragraph, shall constitute the “"Final Net Current Assets” " and shall be binding on the parties hereto. Buyer and Sellers Seller shall each pay their own expenses of preparing and analyzing the Estimated Net Current Assets and resolving objections thereto. The fees and expenses of the Accountants used to resolve objections will be borne equally by Buyer and SellersSeller.

Objection. The Estimated Net Current Assets shall be deemed accepted by Sellers and binding unless Sellers send Buyer a written objection thereto within thirty (30) days following Sellers’ receipt thereof. In If the event that Sellers deliver a timely written objection as aforesaid, and Buyer and Sellers are unable to parties resolve such objection within thirty (30) days after Buyer is notified all or some of Sellers’ objection, the matters in dispute within such fifteen (15) day period then the parties shall prepare and sign an Adjusted Closing Working Capital Statement reflecting such agreement which shall be submitted for deemed final and binding determination binding. As to matters which remain in dispute after such fifteen (15) day period ("Unresolved Matters"), the Closing Working Capital Statement shall be deemed final unless Buyer shall within ten (10) days after the end of such fifteen (15) day period request that the Closing Working Capital Statement be reviewed by the Accounting Firm. (e) Buyer shall give notice of its request for review by the Accounting Firm to Seller in writing and shall within ten (10) days after such notice submit a firm written statement of independent certified public accountants of national recognition its position to the Accounting Firm and standing jointly selected by Buyer and Sellers to Seller. Seller may within ten (the “Accountants”). The Accountants shall prepare their resolution statement within forty-five (4510) days of appointmentthe Buyer submitting its written statement to the Accounting Firm respond to such written statement with its own written statement. In the event that the parties cannot agree on the identity The Accounting Firm shall consider both written statements as it performs its duties. The authority of the AccountantsAccounting Firm in reviewing the Closing Working Capital Statement shall be limited to determining whether, as to the Working Capital Items included within the Unresolved Matters, the firm to be used shall be selected by lot from among the “Big 4” accounting firms having offices in the HartfordClosing Working Capital Statement accurately reflects, Connecticut area, other than those firms which have had a material relationship with Buyer or Sellers. The Estimated Net Current Assets proposed by Buyer, as adjusted by agreement of Sellers and Buyer or finally determined by the Accountants, as applicable, to reflect the resolution of any timely objections made thereto by Sellers in accordance with this paragraphthe GenCorp Accounting Principles used to prepare the August Working Capital Statement, the book value or book amount of such Working Capital Items. The Accounting Firm shall constitute not have the “Final Net Current Assets” and authority to review or make a determination with respect to any matter except the Working Capital Items included within the Unresolved Matters, it being understood that the Accounting Firm shall not be retained to conduct its own independent audit or review, but rather shall be binding on retained only to resolve specific differences between Seller and Buyer within the range of such difference and consistent with the GenCorp Accounting Principles. Either party or the Accounting Firm may request that each of the parties heretopresent oral arguments to the Accounting Firm in the presence of the other party at any time prior to the Accounting Firm's resolution of the Unresolved Matters. The parties shall require the Accounting Firm to complete its review not later than the thirtieth (30th) day following the submission of the matter to the Accounting Firm. Buyer and Sellers Seller shall each pay their own expenses of preparing and analyzing bear the Estimated Net Current Assets and resolving objections thereto. The fees and expenses of review by the Accountants used Accounting Firm in the same proportion as the ratio of each parties' position is to resolve objections will the final determination by the Accounting Firm, as determined by the Accounting Firm, whose determination shall be borne equally by Buyer final and Sellersbinding on the parties. (f) The Accounting Firm shall prepare a report of any adjustments to such

Objection. The Estimated Net Current Assets shall be deemed accepted by Sellers Seller and binding unless Sellers send Seller sends Buyer a written objection thereto within thirty twenty-one (3021) days following Sellers’ Seller's receipt thereof. In the event that Sellers deliver Seller delivers a timely written objection as aforesaid, and Buyer and Sellers Seller are unable to resolve such objection within thirty twenty-one (3021) days after Buyer is notified of Sellers’ Seller's objection, the matters in dispute shall be submitted for final and binding determination to a firm of independent certified public accountants of national recognition and standing jointly selected by Buyer and Sellers Seller (the “"Accountants”"). The Accountants shall prepare their resolution statement within forty-five (45) days of appointment. In the event that the parties cannot are required to agree on the identity of the AccountantsAccountants but are unable to do so, then the firm to be used shall be selected by lot from among the “"Big 4” " accounting firms having offices in the Hartford, Connecticut area, other than those firms which have had a material relationship with Buyer or SellersSeller. The Estimated Net Current Assets proposed by Buyer, as adjusted by agreement of Sellers Seller and Buyer or finally determined by the Accountants, as applicable, to reflect the resolution of any timely objections made thereto by Sellers Seller in accordance with this paragraph, shall constitute the “"Final Net Current Assets” " and shall be binding on the parties hereto. Buyer and Sellers Seller shall each pay their own expenses of preparing and analyzing the Estimated Net Current Assets and resolving objections thereto. The fees and expenses of the Accountants used to resolve objections will be borne equally by Buyer on the one hand and SellersSeller on the other hand.

Objection. The Estimated Seller shall have sixty (60) days following Seller’s receipt of the Buyer’s Closing Balance Sheet and statement of the Net Current Assets Asset Amount to review, comment on or object to such Closing Balance Sheet and statement of Net Asset Amount. Buyer’s statement of the Net Asset Amount shall be deemed accepted by Sellers Seller and binding unless Sellers Seller sends Buyer a written objection thereto within such sixty (60) days. Buyer shall promptly provide Seller with all reasonably requested access and information within three (3) Business Days of such request (or later, if expressly consented to by Seller, which consent shall not be unreasonably withheld) in accordance with Section 2.3(e) below. If Seller objects to the Buyer’s statement of the Net Asset Amount, Seller shall send Buyer a written objection thereto within thirty sixty (3060) days following Sellers’ Seller’s receipt thereof. In the event that Sellers deliver Seller delivers a timely written objection as aforesaid, and Buyer and Sellers Seller shall work in good faith resolve the objection, but if Buyer and Seller are unable to resolve such objection within thirty (30) days after Buyer is notified of Sellers’ objectionSeller’s objection then, within five (5) Business Days after such failure to resolve the matters in dispute, the matters in dispute shall be submitted for final and binding determination to a firm the Accountants; provided, however, that in no case shall the Accountants’ determination of independent certified public accountants of national recognition and standing jointly selected by Buyer and Sellers the Final Net Asset Amount (as defined below) be less than the “Accountants”)Net Asset Amount. The Accountants shall prepare their resolution statement within forty-five (45) days of appointment. In the event that the parties cannot agree on the identity of the Accountants, the firm to be used shall be selected by lot from among the “Big 4” accounting firms having offices in the Hartford, Connecticut area, other than those firms which have had a material relationship with Buyer or Sellers. The Estimated Net Current Assets Asset Amount proposed by Buyer, as may be adjusted by agreement of Sellers Seller and Buyer or finally determined by the Accountants, as applicable, to reflect the resolution of any timely objections made thereto by Sellers Seller in accordance with this paragraphSection 2.3(c), shall constitute the “Final Net Current AssetsAsset Amount” and shall be binding on the parties hereto. Buyer and Sellers Seller shall each pay their own expenses of preparing and analyzing the Estimated Final Net Current Assets Asset Amount and resolving objections thereto. The ; except that the fees and expenses of the Accountants used to resolve objections will Accountant shall be borne equally proportionately by Buyer and SellersSeller on the basis of the discrepancy (in dollars) between the aggregate value established for all disputed items by each such party as presented to the Accountant and the aggregate value of the final and binding determination of such disputed items by the Accountant.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Date Statement by delivering to Buyer a written statement setting forth those items that Seller disputes (the “Statement of Objections”). The Estimated Net Current Assets Statement of Objections shall (i) specify in reasonable detail the nature of any disagreement so asserted, and include all supporting schedules, analyses, working papers and other documentation, (ii) include only disagreements based on mathematical errors or the components of the Closing Date Statement not being calculated in accordance with this Section 2.06, and (iii) specify the line item or items in the Closing Date Statement with which Seller disagrees and the amount of each such line item or items as calculated by Seller. Seller shall be deemed to have agreed with all items and amounts included in the Closing Date Statement delivered pursuant to Section 2.06(b) except such items that are specifically disputed in the Statement of Objections. If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Date Statement and the Actual Working Capital and Actual Assumed Indebtedness reflected in the Closing Date Statement shall be deemed to have been accepted by Sellers Seller and binding unless Sellers send Buyer a written objection thereto within thirty (30) days following Sellers’ receipt thereofshall be deemed the “Final Working Capital” and “Final Assumed Indebtedness” and shall be final and binding. In If Seller delivers the event that Sellers deliver a timely written objection as aforesaidStatement of Objections before the expiration of the Review Period, and Buyer and Sellers are unable Seller shall negotiate in good faith to resolve such objection objections within thirty (30) days after Buyer is notified the delivery of Sellers’ objectionthe Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the matters Closing Date Statement and the Actual Working Capital and Actual Assumed Indebtedness with such changes as may have been previously agreed in dispute shall be submitted for final and binding determination to a firm of independent certified public accountants of national recognition and standing jointly selected writing by Buyer and Sellers (the “Accountants”). The Accountants shall prepare their resolution statement within forty-five (45) days of appointment. In the event that the parties cannot agree on the identity of the AccountantsSeller, the firm to be used shall be selected by lot from among the “Big 4” accounting firms having offices in the Hartford, Connecticut area, other than those firms which have had a material relationship with Buyer or Sellers. The Estimated Net Current Assets proposed by Buyer, as adjusted by agreement of Sellers and Buyer or finally determined by the Accountants, as applicable, to reflect the resolution of any timely objections made thereto by Sellers in accordance with this paragraph, shall constitute deemed the “Final Net Current AssetsWorking Capital” and “Final Assumed Indebtedness” and shall be binding on the parties hereto. Buyer final and Sellers shall each pay their own expenses of preparing and analyzing the Estimated Net Current Assets and resolving objections thereto. The fees and expenses of the Accountants used to resolve objections will be borne equally by Buyer and Sellersbinding.

Objection. The Estimated Net Current Assets If the Seller disagrees with Buyer’s (i) calculation of (A) Relevant Working Capital, (B) Relevant Debt, (C) Actual Relevant Working Capital Surplus, if any, (D) Actual Relevant Working Capital Deficit, if any, (E) Cash Equivalents, (F) Transaction Expenses or (G) Actual CAPEX Deficit or (ii) calculation of the Closing Purchase Price determined using the foregoing calculations, the Seller shall be deemed accepted by Sellers deliver written notice (an “Objection Notice”) of such disagreement, specifying in reasonable detail the nature and binding unless Sellers send Buyer a written objection thereto within thirty (30) days following Sellers’ receipt thereof. In the event that Sellers deliver a timely written objection as aforesaidextent of such disagreement, and the Seller’s proposed resolution to any such disagreement to Buyer on or before the 60th day following its receipt of the Final Closing Statement and Sellers are unable to resolve such objection within thirty (30) days after Buyer is notified of Sellers’ objection, the matters in dispute shall be submitted for final and binding determination to a firm of independent certified public accountants of national recognition and standing jointly selected by Buyer and Sellers Final Closing Balance Sheet (the “AccountantsAdjustment Objection Period”). The Accountants shall prepare their resolution statement within forty-five For the avoidance of doubt, (45x) days of appointment. In the event that Seller may not amend, supplement or modify the parties cannot agree on Objection Notice after the identity end of the AccountantsAdjustment Objection Period, and (y) to the firm to be used shall be selected extent (1) any disagreement by lot from among the “Big 4” accounting firms having offices Seller is not described in the Hartford, Connecticut area, other than those firms which have had a material relationship with Buyer or Sellers. The Estimated Net Current Assets proposed Objection Notice received by Buyer, as adjusted (2) no Objection Notice is timely delivered by agreement of Sellers and the Seller to Buyer or finally determined (3) the Seller provides written notice to Buyer at any time during the Adjustment Objection Period that it agrees with the calculations in the Final Closing Statement, then all matters described in the Final Closing Statement that are not objected to by the AccountantsSeller in the Objection Notice will be final, as applicable, to reflect the resolution of any timely objections made thereto by Sellers in accordance with this paragraph, shall constitute the “Final Net Current Assets” conclusive and shall be binding on the parties heretoand not subject to appeal. If the Seller timely delivers an Objection Notice to Buyer delivered in accordance with the notice provisions set forth in Section 9.2, Buyer and Sellers the Seller will endeavor to resolve any disagreements noted in the Objection Notice in good faith during the 20 Business Days after the receipt by Buyer of such Objection Notice, or such longer period as the Buyer and Seller may mutually agree (the “Adjustment Resolution Period”). Any such disagreements that are resolved by the Buyer and Seller during the Adjustment Resolution Period shall each pay their own expenses of preparing be final, conclusive and analyzing binding on the Estimated Net Current Assets parties and resolving objections theretonot subject to appeal. The fees If the Buyer and expenses Seller do not resolve all such disagreements by the end of the Accountants used Adjustment Resolution Period, then they shall, within five days thereafter, commence the process to resolve objections retain the Firm (or if the Firm is unable to serve as the Firm for any reason whatsoever, including for reasons of conflict of interest), the parties shall, within five days thereafter, retain the Second Firm, in which case the Second Firm shall be deemed to be the Firm for purposes of this Agreement. In connection with engaging the Firm, each party agrees, if requested by the Firm, to work with the Firm to negotiate and execute an engagement letter on terms reasonably satisfactory to the Seller and the Buyer, in accordance with the guidelines and procedures set forth on Exhibit F. The Buyer, the Seller and their respective Representatives will be borne equally cooperate with the Firm during its resolution of any disagreements included in the Objection Notice and not otherwise resolved during the Adjustment Resolution Period. Unless otherwise agreed by Buyer the parties in writing, the Firm shall make its determination in accordance with the guidelines and Sellersprocedures set forth in this Agreement and on Exhibit F; provided that any delay in delivering such determination shall not invalidate the award or otherwise deprive the Firm of jurisdiction.

Objection. The Estimated On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (any such disagreement to be limited to whether the calculation of Net Current Assets Working Capital included in the Closing Working Capital Statement is mathematically correct and/or has been prepared in accordance with this Section 2.06 and the definition of Net Working Capital (and any definition(s) included in such definition) (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Sellers and binding unless Sellers send Buyer a written objection thereto within thirty (30) days following Sellers’ receipt thereofSeller. In If Seller delivers the event that Sellers deliver a timely written objection as aforesaidStatement of Objections before the expiration of the Review Period, and Buyer and Sellers are unable Seller shall negotiate in good faith to resolve such objection objections within thirty (30) days after Buyer is notified the delivery of Sellers’ objectionthe Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the matters Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in dispute shall be submitted for final and binding determination to a firm of independent certified public accountants of national recognition and standing jointly selected writing by Buyer and Sellers (Seller, shall be final and binding. During the “Accountants”). The Accountants Resolution Period, Buyer and Buyer’s Representatives shall prepare their resolution statement within forty-five (45) days have reasonable access to the relevant books and records of appointment. In the event that the parties cannot agree on the identity of the AccountantsSeller, the firm personnel of, and work papers prepared by, Seller and/or Seller’s accountants to be used the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in Seller’s possession) relating to the Closing Working Capital Statement as Buyer may reasonably request for the purpose of reviewing the Statement of Objections; provided, however, that such access shall be selected by lot from among during normal business hours and in a manner that does not interfere with the “Big 4” accounting firms having offices in the Hartford, Connecticut area, other than those firms which have had a material relationship with Buyer or Sellers. The Estimated Net Current Assets proposed by Buyer, as adjusted by agreement normal business operations of Sellers and Buyer or finally determined by the Accountants, as applicable, to reflect the resolution of any timely objections made thereto by Sellers in accordance with this paragraph, shall constitute the “Final Net Current Assets” and shall be binding on the parties hereto. Buyer and Sellers shall each pay their own expenses of preparing and analyzing the Estimated Net Current Assets and resolving objections thereto. The fees and expenses of the Accountants used to resolve objections will be borne equally by Buyer and SellersSeller.

Objection. The Estimated Buyer's statement of the Net Current Assets and the Capped Liabilities as of Closing shall be deemed accepted by Sellers and binding unless at least one of the Sellers send sends Buyer a written objection thereto within thirty fifteen (3015) days following Sellers’ ' receipt thereof. In the event that Sellers deliver a timely written objection as aforesaid, and Buyer and Sellers are unable to resolve such objection within thirty fifteen (3015) days after Buyer is notified of Sellers’ objection' objection then, within five (5) business days after such failure to resolve the matters in dispute, the matters in dispute shall be submitted for final and binding determination to a firm of independent certified public accountants of national recognition and standing jointly selected by Buyer and Sellers (the “"Accountants”"). The Accountants shall prepare their resolution statement within forty-five (45) days of appointment. In the event that the parties cannot are required to agree on the identity of the AccountantsAccountants but are unable to do so, then the firm to be used shall be selected by lot from among the “"Big 4” " accounting firms having offices in the Hartford, Connecticut areafirms, other than those firms which have had a material any relationship with Buyer or Sellers. The Estimated Net Current Assets and/or Capped Liabilities as of Closing proposed by Buyer, as adjusted by agreement of Sellers and Buyer or finally determined by the Accountants, as applicable, to reflect the resolution of any timely objections made thereto by Sellers Seller in accordance with this paragraph, shall constitute the “"Final Net Current Assets” " and/or the "Final Capped Liability Amount", as applicable, and shall be binding on the parties hereto. Buyer and Sellers shall each pay their own expenses of preparing and analyzing the Estimated Final Net Current Assets Assets, Final Capped Liability Amount and resolving objections thereto. The fees and expenses of the Accountants used to resolve objections will be borne equally by Buyer Buyer, on the one hand, and Sellers, on the other hand.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Date Statement by delivering to Buyer a written statement setting forth those items that Seller disputes (the “Statement of Objections”). The Estimated Net Current Assets Statement of Objection shall (i) specify in reasonable detail the nature of any disagreement so asserted, and include all supporting schedules, analyses, working papers and other documentation, (ii) include only disagreements based on mathematical errors or the components of the Closing Date Statement not being calculated in accordance with this Section 2.06, and (iii) specify the line item or items in the Closing Date Statement with which Seller disagrees and the amount of each such line item or items as calculated by Seller. Seller shall be deemed to have agreed with all items and amounts included in the Closing Date Statement delivered pursuant to Section 2.06(b) except such items that are specifically disputed in the Statement of Objections. If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Date Statement and the Actual Working Capital and Actual Indebtedness reflected in the Closing Date Statement shall be deemed to have been accepted by Sellers Seller and binding unless Sellers send Buyer a written objection thereto within thirty (30) days following Sellers’ receipt thereofshall be deemed the “Final Working Capital” and “Final Indebtedness” and shall be final and binding. In If Seller delivers the event that Sellers deliver a timely written objection as aforesaidStatement of Objections before the expiration of the Review Period, and Buyer and Sellers are unable Seller shall negotiate in good faith to resolve such objection objections within thirty (30) days after Buyer is notified the delivery of Sellers’ objectionthe Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the matters Closing Date Statement and the Actual Working Capital and Actual Indebtedness with such changes as may have been previously agreed in dispute shall be submitted for final and binding determination to a firm of independent certified public accountants of national recognition and standing jointly selected writing by Buyer and Sellers (the “Accountants”). The Accountants shall prepare their resolution statement within forty-five (45) days of appointment. In the event that the parties cannot agree on the identity of the AccountantsSeller, the firm to be used shall be selected by lot from among the “Big 4” accounting firms having offices in the Hartford, Connecticut area, other than those firms which have had a material relationship with Buyer or Sellers. The Estimated Net Current Assets proposed by Buyer, as adjusted by agreement of Sellers and Buyer or finally determined by the Accountants, as applicable, to reflect the resolution of any timely objections made thereto by Sellers in accordance with this paragraph, shall constitute deemed the “Final Net Current AssetsWorking Capital” and “Final Indebtedness” and shall be binding on the parties hereto. Buyer final and Sellers shall each pay their own expenses of preparing and analyzing the Estimated Net Current Assets and resolving objections thereto. The fees and expenses of the Accountants used to resolve objections will be borne equally by Buyer and Sellersbinding.

Objection. The Estimated Net Current Assets Purchaser shall have until seven (7) days after receipt of the Title Documents (the “Title Objection Deadline”) to notify Title Company and Seller in writing (“Title Defect Notice”) of any defect in the title of the Property or any other matter deemed unacceptable to Purchaser disclosed by the Title Commitment or the Title Documents (“Title Defect”). If Purchaser has not provided the Title Defect Notice to the Title Company and Seller on or before the Title Objection Deadline, the matters identified in Schedule B of the Title Commitment shall be deemed accepted by Sellers and binding unless Sellers send Buyer a written objection thereto within thirty to be “Permitted Exceptions”, but Seller shall remain responsible for satisfying any Requirements necessary to issue the basic coverage Title Policy. Seller may notify Purchaser in writing of Seller’s election to cure the Title Defect(s) noted in the Title Defect Notice (30“Seller Title Response Notice”) days following Sellers’ receipt thereof. In the event that Sellers deliver a timely written objection as aforesaid, and Buyer and Sellers are unable to resolve such objection within thirty on or before two (302) business days after Buyer is notified receipt of Sellers’ objection, the matters in dispute shall be submitted for final and binding determination to a firm of independent certified public accountants of national recognition and standing jointly selected by Buyer and Sellers Title Defect Notice (the “AccountantsSeller Title Response Date”). The Accountants If Seller fails to provide to Purchaser the Seller Title Response Notice on or before the Seller Title Response Date, Seller shall prepare their resolution statement be deemed to have elected not to cure the Title Defect(s). Purchaser may, by written notice to Seller (“Purchaser Title Response Notice”) within forty-five two (452) business days of appointment. In the event that the parties cannot agree on the identity after receipt of the AccountantsSeller Title Response Notice, or the Seller Title Response Date, whichever is earlier (“Purchase Title Response Date”) (a) elect to waive such Title Defects and proceed to close; or (b) terminate this Agreement, in which case this Agreement shall terminate, the firm to be used shall be selected by lot from among the “Big 4” accounting firms having offices in the Hartford, Connecticut areaInitial Deposit, other than those firms which the Non-Refundable Deposit, shall be returned to Purchaser, and the Title Company shall immediately release the Non-Refundable Deposit to Seller without additional instruction or action by Seller or Purchaser; provided, however, if Purchaser terminates this Agreement pursuant to the terms hereof prior to the Initial Non-Refundable Date, the entire Initial Deposit shall be returned to Purchaser and Seller shall have had a material relationship with Buyer no claim thereto or Sellersright therein. If Purchaser fails to deliver the Purchaser Title Response Notice on or before the Purchaser Title Response Date, Purchaser shall be deemed to have elected to waive the Title Defects and proceed to close. The Estimated Net Current Assets proposed by Buyer, term “Permitted Exceptions” as adjusted by agreement used in this Agreement shall be deemed to mean (i) rights of Sellers and Buyer tenants (as tenants only) under all Leases in effect as of the Closing Date; (ii) liens or finally determined by the Accountants, as applicable, to reflect the resolution encumbrances arising out of any timely objections made thereto activity of Purchaser with respect to the Real Property; (iii) any matters shown in the Title Commitment to which Purchaser does not object, or for which Purchaser waives its objections; and (iv) Survey Defects to which Purchaser does not object, or for which Purchaser waives its objections. Notwithstanding anything to the contrary contained in this Agreement, except to the extent caused by Sellers Purchaser, Seller shall have an affirmative obligation to remove from title on or before Closing (i) any and all monetary liens and encumbrances incurred by, through or under Seller; (ii) any other exception to title created by, through or under Seller after the Effective Date of this Agreement and to which Purchaser has not consented in accordance with this paragraphwriting, shall and (iii) any Title Defect that Seller has specifically agreed to cure in writing and any Requirement of Seller in the Title Commitment, and in no event will such liens or encumbrances constitute the “Final Net Current Assets” and shall be binding on the parties hereto. Buyer and Sellers shall each pay their own expenses of preparing and analyzing the Estimated Net Current Assets and resolving objections thereto. The fees and expenses of the Accountants used to resolve objections will be borne equally by Buyer and SellersPermitted Exceptions.

Objection. In reviewing the Post Closing Statement, the Sellers’ Representative shall have the right to discuss such matters with Parent and to review the work papers, schedules, memoranda, and other documents Parent prepared or caused to be prepared, or reviewed in determining each of the items set forth on the Post Closing Statement. Unless the Sellers’ Representative delivers to Parent, within ten (10) Business Days of receipt of the Post Closing Statement, written notice (an “Objection Notice”) describing its exceptions to the Post Closing Statement, the Post Closing Statement will be conclusive and binding on the Parties (the “Definitive Post Closing Statement”). If the Sellers’ Representative submits an Objection Notice within the period set forth herein, then (i) for ten (10) Business Days after receipt of the Objection Notice, Parent and the Sellers’ Representative shall use their Commercially Reasonable Best Efforts to agree on the Definitive Post Closing Statement, and (ii) lacking such agreement, the Post Closing Statement will be referred to Deloitte & Touche, LLP (the “Independent Accountants”), to resolve the issues in dispute. The Estimated Net Current Assets Independent Accountants’ services and authority to make a determination shall be deemed accepted by Sellers limited in scope to the disputed issues and binding unless Sellers send Buyer a written objection thereto the amounts identified in the Objection Notice. The Independent Accountants shall apply the provisions of this Section 2.5 to the disputed issues, and shall have no authority or power to alter, modify, amend, add to or subtract from any term or provision of this Agreement. The Parties shall instruct the Independent Accountants to render its decision within thirty (30) days following of the engagement, which determination shall be set forth in a written statement delivered to Parent and the Sellers’ receipt thereof. In the event that Sellers deliver a timely written objection as aforesaid, Representative and Buyer and Sellers are unable to resolve such objection within thirty (30) days after Buyer is notified of Sellers’ objection, the matters in dispute shall be submitted for final conclusive and binding determination to a firm of independent certified public accountants of national recognition and standing jointly selected by Buyer and Sellers (upon the “Accountants”)parties for all purposes under this Agreement. The Independent Accountants shall prepare their resolution statement within forty-five (45) days allocate its costs and expenses between Parent and the Sellers based upon the percentage of appointment. In the event disputed amounts submitted to the Independent Accountants that is ultimately awarded to the Sellers, on the one hand, or Parent, on the other hand, such that the parties cannot agree on Sellers shall bear a percentage of such costs and expenses equal to the identity percentage of the Accountants, disputed amount awarded to Parent (with any costs and expenses payable by the firm Sellers to be used retained by Parent from the Holdback Amount) and Parent shall be selected by lot from among bear a percentage of such costs and expenses equal to the “Big 4” accounting firms having offices in percentage of the Hartford, Connecticut area, other than those firms which have had a material relationship with Buyer or disputed amount awarded to the Sellers. The Estimated Net Current Assets proposed by Buyer, as adjusted by agreement determination of Sellers and Buyer or finally determined by the Accountants, as applicable, to reflect the resolution of any timely objections made thereto by Sellers in accordance with this paragraph, shall constitute the “Final Net Current Assets” and Independent Accountants shall be final, binding on the parties hereto. Buyer and Sellers shall each pay their own expenses of preparing and analyzing the Estimated Net Current Assets and resolving objections thereto. The fees and expenses of the Accountants used to resolve objections will be borne equally by Buyer and Sellersconclusive for all purposes hereunder.

Objection. The Estimated Net Current Assets Revenue Statement and the Recurring Revenue Shortfall set forth therein shall be deemed accepted by Sellers and binding unless Sellers send Buyer a written objection thereto within thirty (30) days following Sellers’ receipt thereof. In the event that Sellers deliver a timely written objection as aforesaid, and Buyer and Sellers are unable to resolve such objection within thirty (30) days after Buyer is notified of Sellers’ objection, the matters in dispute shall be submitted for final and binding determination to a firm of independent certified public accountants of national recognition and standing having offices in the Hartford, Connecticut area that has not had a material relationship with Buyer or Sellers, as jointly selected by Buyer and Sellers (the “Accountants”). The Accountants shall prepare their resolution statement within forty-five (45) days of appointment. In the event that the parties cannot are unable to agree on the identity of the Accountants, then the firm to be used shall be selected by lot from among the “Big 4” accounting firms having offices in the Hartford, Connecticut area, other than those firms which have had a material relationship with Buyer or Sellers. The Estimated Net Current Assets Actual Recurring Revenue and resulting Recurring Revenue Shortfall proposed by Buyer, as adjusted by agreement of Sellers and Buyer or finally determined by the Accountants, as applicable, to reflect the resolution of any timely objections made thereto by Sellers in accordance with this paragraph, shall constitute the “Final Net Current Assets” and shall be binding on the parties heretohereto (the “Final Recurring Revenue” and the “Final Recurring Revenue Shortfall”). Buyer Buyer, on the one hand, and Sellers Sellers, on the other hand, shall each pay their own expenses of preparing and analyzing the Estimated Net Current Assets Final Recurring Revenue and the Final Recurring Revenue Shortfall and resolving objections thereto. The fees and expenses of the Accountants used to resolve objections will be borne equally by Buyer Buyer, on the one hand, and Sellers, on the other hand.

Objection. The Estimated Net Current Assets Parent shall (and shall cause the Surviving Corporation to), upon reasonable advance notice, (i) permit the Sellers Representative and its Representatives to have reasonable access to the books, records and other documents (including work papers, schedules, financial statements and memoranda) of, and shall reasonably cooperate with the Sellers Representative in seeking to obtain work papers from Parent and the Surviving Corporation that were used in connection with the calculation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA and provide the Sellers Representative with copies thereof, in each case, as reasonably requested by the Sellers Representative and (ii) provide the Sellers Representative and its Representatives reasonable access to Parent’s and the Surviving Corporation’s employees and accountants as reasonably requested by the Sellers Representative; provided, however, that, in each case, the Sellers Representative shall conduct any such activities during normal business hours and in such a manner as not to interfere unreasonably with the business or operations of Parent and the Surviving Corporation; provided, further, that independent accountants shall not be obligated to make any work papers available to the Sellers Representative unless and until the Sellers Representatives has signed a customary confidentiality and hold harmless letter relating to such access. If the Sellers Representative (on behalf of the Sellers) disagrees with Parent’s calculation of the Actual 2017 Adjusted EBITDA as set forth in the Actual 2017 Earnout Statement or the Actual 2018 Adjusted EBITDA as set forth in the Actual 2018 Earnout Statement, as applicable, the Sellers Representative shall, within ten (10) Business Days after the Sellers Representative’s receipt of such Earnout Statement, notify Parent in writing of such disagreement by setting forth (in reasonable detail) the Sellers Representative’s objections (an “Earnout Objection Notice”); provided, however, that any objections must be on the basis that the calculation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA as set forth in the applicable Earnout Statement, (i) was not arrived at in accordance with this Agreement or (ii) was arrived at based on mathematical or clerical error. If the Sellers Representative fails to deliver an Earnout Objection Notice to Parent within ten (10) Business Days after the Sellers Representative’s receipt of the applicable Earnout Statement, Parent’s calculation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, shall be conclusive and binding upon the Parties for purposes of this Agreement and shall be deemed accepted to be the Final 2017 Adjusted EBITDA or the Final 2018 Adjusted EBITDA, respectively, and Parent shall proceed with the payment of the applicable Contingent Consideration pursuant to this SECTION 2.7. If an Earnout Objection Notice is timely delivered to Parent, then Parent and the Sellers Representative (on behalf of the Sellers) shall negotiate in good faith to resolve their disagreements with respect to the computation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, set forth in the relevant Earnout Statement. Any item not specifically objected to by the Sellers Representative in an Earnout Objection Notice shall be conclusive and binding unless upon the Parties for purposes of this Agreement. If Parent and the Sellers send Buyer a written objection thereto within thirty (30) days following Sellers’ receipt thereofRepresentative resolve all disagreements, then the amounts agreed shall be deemed to be the Final 2017 Adjusted EBITDA or the Final 2018 Adjusted EBITDA, as applicable. In the event that Parent and the Sellers deliver a timely written objection as aforesaid, and Buyer and Sellers Representative (on behalf of the Sellers) are unable to resolve all such objection disagreements within thirty (30) days after Buyer is notified Parent’s receipt of Sellers’ objectionsuch Earnout Objection Notice, Parent and the matters Sellers Representative shall submit such remaining disagreements to the Accounting Firm. The Accounting Firm shall have exclusive jurisdiction over, and resort to the Accounting Firm as provided in dispute this SECTION 2.7 shall be submitted for final the only recourse and binding remedy of the Parties against one another with respect to, any disputes arising out of or relating to the adjustments pursuant to this SECTION 2.7. Parent and the Sellers Representative shall use commercially reasonable efforts to cause the Accounting Firm to resolve all such disagreements as soon as practicable, but in any event shall direct the Accounting Firm to render a determination within sixty (60) days after the submission of such disagreements to a firm of independent certified public accountants of national recognition and standing jointly selected by Buyer and Sellers (the “Accountants”)Accounting Firm. The Accountants Accounting Firm shall prepare their resolution statement within forty-five (45) days of appointment. In consider only those items and amounts in Parent’s and the event that the parties cannot agree on the identity Sellers Representative’s respective calculations of the Accountants, Actual 2017 Adjusted EBITDA or the firm to be used shall be selected by lot from among the “Big 4” accounting firms having offices in the Hartford, Connecticut area, other than those firms which have had a material relationship with Buyer or Sellers. The Estimated Net Current Assets proposed by Buyer, as adjusted by agreement of Sellers and Buyer or finally determined by the AccountantsActual 2018 Adjusted EBITDA, as applicable, that are identified as being items and amounts to reflect which Parent and the resolution Sellers Representative have been unable to agree. In resolving any disputed item, the Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Accounting Firm’s determination of any timely objections made thereto by Sellers in accordance with this paragraphthe Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, shall constitute be based solely on written materials submitted by Parent and the Sellers Representative (i.e., not on independent review) and on the definition of “Final Net Current AssetsAdjusted EBITDA” included herein. The determination of the Accounting Firm shall be conclusive and binding upon the Parties and shall not be binding on subject to appeal or further review (absent manifest error or fraud) and the parties hereto. Buyer amounts determined shall be deemed to be the Final 2017 Adjusted EBITDA and Sellers shall each pay their own expenses of preparing and analyzing the Estimated Net Current Assets and resolving objections thereto. The fees and expenses of the Accountants used to resolve objections will be borne equally by Buyer and SellersFinal 2018 Adjusted EBITDA, as applicable.

Objection. The Estimated Net Current Assets shall be deemed accepted by Sellers Seller and binding unless Sellers send Seller sends Buyer a written objection thereto within thirty fifteen (3015) days following Sellers’ Seller's receipt thereof. In the event that Sellers deliver Seller delivers a timely written objection as aforesaid, and Buyer and Sellers Seller are unable to resolve such objection within thirty fifteen (3015) days after Buyer is notified of Sellers’ Seller's objection, the matters in dispute shall be submitted for final and binding determination to a firm of independent certified public accountants of national recognition and standing jointly selected by Buyer and Sellers Seller (the “"Accountants”"). The Accountants shall prepare their resolution statement within forty-five (45) days of appointment. In the event that the parties cannot are required to agree on the identity of the AccountantsAccountants but are unable to do so, then the firm to be used shall be selected by lot from among the “"Big 4” " accounting firms having offices in the Hartford, Connecticut area, other than those firms which have had a material relationship with Buyer or SellersSeller. The Estimated Net Current Assets proposed by Buyer, as adjusted by agreement of Sellers Seller and Buyer or finally determined by the Accountants, as applicable, to reflect the resolution of any timely objections made thereto by Sellers Seller in accordance with this paragraph, shall constitute the “"Final Net Current Assets” " and shall be binding on the parties hereto. Buyer and Sellers Seller shall each pay their own expenses of preparing and analyzing the Estimated Net Current Assets and resolving objections thereto. The fees and expenses of the Accountants used to resolve objections will be borne equally by Buyer and SellersSeller.