Common use of Objection Clause in Contracts

Objection. 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 deliver written notice (an “Objection Notice”) of such disagreement, specifying in reasonable detail the nature and extent 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 Final Closing Balance Sheet (the “Adjustment Objection Period”). For the avoidance of doubt, (x) the Seller may not amend, supplement or modify the Objection Notice after the end of the Adjustment Objection Period, and (y) to the extent (1) any disagreement by the Seller is not described in the Objection Notice received by Buyer, (2) no Objection Notice is timely delivered by the Seller to Buyer or (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 Seller in the Objection Notice will be final, conclusive and binding on the parties and 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 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 be final, conclusive and binding on the parties and not subject to appeal. If the Buyer and Seller do not resolve all such disagreements by the end of the Adjustment Resolution Period, then they shall, within five days thereafter, commence the process to 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 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 the parties in writing, the Firm shall make its determination in accordance with the guidelines and procedures 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. If The Revenue Statement and the Seller disagrees with Buyer’s Recurring Revenue Shortfall set forth therein shall be deemed accepted by Sellers and binding unless Sellers send Buyer a written objection thereto within thirty (i30) calculation 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 (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 calculationsSellers’ objection, the Seller matters in dispute shall deliver written notice (an “Objection Notice”) be submitted for final and binding determination to a firm of such disagreementindependent certified public accountants of national recognition and standing having offices in the Hartford, specifying in reasonable detail the nature Connecticut area that has not had a material relationship with Buyer or Sellers, as jointly selected by Buyer and extent 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 Final Closing Balance Sheet Sellers (the “Adjustment Objection PeriodAccountants”). For The Accountants shall prepare their resolution statement within forty-five (45) days of appointment. In the avoidance of doubt, (x) event that the Seller may not amend, supplement or modify parties are unable to agree on the Objection Notice after the end identity of the Adjustment Objection PeriodAccountants, and (y) then the firm to be used shall be selected by lot from among the extent (1) any disagreement by the Seller is not described “Big 4” accounting firms having offices in the Objection Notice received Hartford, Connecticut area, other than those firms which have had a material relationship with Buyer or Sellers. The Actual Recurring Revenue and resulting Recurring Revenue Shortfall proposed by Buyer, (2) no Objection Notice is timely delivered as adjusted by agreement of Sellers and Buyer or finally determined by the Seller Accountants, as applicable, to Buyer or (3) reflect the Seller provides written notice to Buyer at resolution of any time during the Adjustment Objection Period that it agrees timely objections made thereto by Sellers in accordance with the calculations in the Final Closing Statementthis paragraph, then all matters described in the Final Closing Statement that are not objected to by the Seller in the Objection Notice will shall be final, conclusive and binding on the parties and 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 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 hereto (the “Adjustment Resolution PeriodFinal Recurring Revenue” and the “Final Recurring Revenue Shortfall”). Any such disagreements that are resolved by the Buyer and Seller during the Adjustment Resolution Period shall be finalBuyer, conclusive and binding on the parties one hand, and not subject to appealSellers, on the other hand, shall each pay their own expenses of preparing and analyzing the Final Recurring Revenue and the Final Recurring Revenue Shortfall and resolving objections thereto. If the Buyer The fees and Seller do not resolve all such disagreements by the end expenses of the Adjustment Resolution Period, then they shall, within five days thereafter, commence the process Accountants used to 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 resolve objections will be deemed to be the Firm for purposes of this Agreement. In connection with engaging the Firm, each party agrees, if requested borne equally 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 on the guidelines one hand, and procedures set forth Sellers, on Exhibit F. The Buyer, the Seller and their respective Representatives will 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 the parties in writing, the Firm shall make its determination in accordance with the guidelines and procedures 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 jurisdictionother hand.

Objection. If Parent shall (and shall cause the Seller disagrees with Buyer’s 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 (Aii) Relevant Working Capitalprovide 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, (Bi) 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 was not arrived at in accordance with this Agreement or (ii) calculation of the Closing Purchase Price determined using the foregoing calculations, the Seller shall deliver written notice (an “Objection Notice”) of such disagreement, specifying in reasonable detail the nature and extent of such disagreement, and the Seller’s proposed resolution to any such disagreement to Buyer was arrived at based on mathematical or before the 60th day following its receipt of the Final Closing Statement and Final Closing Balance Sheet (the “Adjustment Objection Period”). For the avoidance of doubt, (x) the Seller may not amend, supplement or modify the Objection Notice after the end of the Adjustment Objection Period, and (y) to the extent (1) any disagreement by the Seller is not described in the Objection Notice received by Buyer, (2) no Objection Notice is timely delivered by the Seller to Buyer or (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 Seller in the Objection Notice will be final, conclusive and binding on the parties and not subject to appealclerical error. If the Seller timely delivers Sellers Representative fails to deliver an Earnout Objection Notice to Buyer delivered in accordance with the notice provisions set forth in Section 9.2, Buyer and the Seller will endeavor to resolve any disagreements noted in the Objection Notice in good faith during the 20 Parent within ten (10) Business Days after the Sellers Representative’s receipt by Buyer of such Objection Noticethe applicable Earnout Statement, Parent’s calculation of the Actual 2017 Adjusted EBITDA or such longer period the Actual 2018 Adjusted EBITDA, 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 applicable, shall be final, conclusive and binding on upon the parties Parties for purposes of this Agreement and not subject to appeal. If the Buyer and Seller do not resolve all such disagreements by the end of the Adjustment Resolution Period, then they shall, within five days thereafter, commence the process to 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 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 upon the Parties for purposes of this Agreement. If Parent and the Sellers Representative 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 connection the event that Parent and the Sellers Representative (on behalf of the Sellers) are unable to resolve all such disagreements within thirty (30) days after Parent’s receipt of such Earnout Objection Notice, Parent and the 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 this SECTION 2.7 shall be the only recourse and remedy of the Parties against one another with engaging respect to, any disputes arising out of or relating to the Firm, each party agrees, if requested by adjustments pursuant to this SECTION 2.7. Parent and the Firm, Sellers Representative shall use commercially reasonable efforts to work with cause the Accounting Firm to negotiate and execute an engagement letter on terms reasonably satisfactory 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 the Seller Accounting Firm. The Accounting Firm shall consider only those items and amounts in Parent’s and the BuyerSellers Representative’s respective calculations of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, in accordance with as applicable, that are identified as being items and amounts to which Parent and the guidelines and procedures set forth on Exhibit F. The BuyerSellers Representative have been unable to agree. In resolving any disputed item, the Seller 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 the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, shall be based solely on written materials submitted by Parent and their respective Representatives will cooperate with the Firm during its resolution Sellers Representative (i.e., not on independent review) and on the definition of any disagreements “Adjusted EBITDA” included in herein. The determination of the Objection Notice and not otherwise resolved during the Adjustment Resolution Period. Unless otherwise agreed by the parties in writing, the Accounting Firm shall make its determination in accordance with be conclusive and binding upon the guidelines Parties and procedures set forth in this Agreement and on Exhibit F; provided that any delay in delivering such determination shall not invalidate be subject to appeal or further review (absent manifest error or fraud) and the award or otherwise deprive amounts determined shall be deemed to be the Firm of jurisdictionFinal 2017 Adjusted EBITDA and the Final 2018 Adjusted EBITDA, as applicable.

Objection. 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 's statement of the Net Current Assets and the Capped Liabilities as of Closing Purchase Price determined using shall be deemed accepted by Sellers and binding unless at least one of the foregoing calculationsSellers sends Buyer a written objection thereto within fifteen (15) 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 fifteen (15) days after Buyer is notified of Sellers' objection then, within five (5) business days after such failure to resolve the matters in dispute, the Seller matters in dispute shall deliver written notice be submitted for final and binding determination to independent certified public accountants of national recognition and standing jointly selected by Buyer and Sellers (an “Objection Notice”the "Accountants"). The Accountants shall prepare their resolution statement within forty-five (45) days of such disagreement, specifying in reasonable detail appointment. In the nature and extent of such disagreement, and event that the Seller’s proposed resolution parties are required to any such disagreement to Buyer agree on or before the 60th day following its receipt identity of the Final Accountants but are unable to do so, then the firm to be used shall be selected by lot from among the "Big 4" accounting firms, other than those firms which have had any relationship with Buyer or Sellers. The Net Current Assets and/or Capped Liabilities as of Closing Statement and Final Closing Balance Sheet (the “Adjustment Objection Period”). For the avoidance of doubt, (x) the Seller may not amend, supplement or modify the Objection Notice after the end of the Adjustment Objection Period, and (y) to the extent (1) any disagreement by the Seller is not described in the Objection Notice received proposed by Buyer, (2) no Objection Notice is timely delivered as adjusted by agreement of Sellers and Buyer or finally determined by the Seller Accountants, as applicable, to Buyer or (3) reflect the Seller provides written notice to Buyer at resolution of 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 timely objections made thereto by the Seller in accordance with this paragraph, shall constitute the Objection Notice will "Final Net Current Assets" and/or the "Final Capped Liability Amount", as applicable, and shall be final, conclusive and binding on the parties and not subject to appealhereto. 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 shall each pay their own expenses of preparing and analyzing the Seller will endeavor Final Net Current Assets, Final Capped Liability Amount and resolving objections thereto. The fees and expenses of the Accountants used to resolve any disagreements noted in the Objection Notice in good faith during the 20 Business Days after the receipt objections will be borne equally by Buyer of such Objection NoticeBuyer, 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 be final, conclusive and binding on the parties one hand, and not subject to appeal. If Sellers, on the Buyer and Seller do not resolve all such disagreements by the end of the Adjustment Resolution Period, then they shall, within five days thereafter, commence the process to 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 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 the parties in writing, the Firm shall make its determination in accordance with the guidelines and procedures 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 jurisdictionother hand.

Objection. If On or prior to the last day of the Review Period, Seller disagrees with Buyer’s (i) calculation Stockholder Representative may object to the Closing Statement and the calculations of any of (A) Relevant Closing Net Working Capital, (B) Relevant DebtClosing Cash, (C) Actual Relevant Working Capital Surplus, if anyClosing Indebtedness, (D) Actual Relevant Working Capital Deficit, if any, Closing Transaction Expenses and (E) Cash EquivalentsTax Liability Amount as set forth therein, as applicable, by delivering to Buyer a written statement setting forth its objections in reasonable detail, indicating each disputed item or amount and the basis for its disagreement therewith, including documentation supporting such objections (F) Transaction Expenses or (G) Actual CAPEX Deficit or (ii) calculation the “Statement of Objections”). If Seller Stockholder Representative does not deliver a Statement of Objections before the expiration of the Closing Purchase Price determined using the foregoing calculations, the Seller shall deliver written notice (an “Objection Notice”) of such disagreement, specifying in reasonable detail the nature and extent of such disagreement, and the Seller’s proposed resolution Review Period with respect to any such disagreement to Buyer on or before the 60th day following its receipt of the Final calculation, then the Closing Statement and Final the calculation of (A) Closing Balance Sheet (the “Adjustment Objection Period”). For the avoidance of doubtNet Working Capital, (xB) Closing Cash, (C) Closing Indebtedness, (D) Closing Transaction Expenses and (E) the Seller may not amend, supplement or modify the Objection Notice after the end of the Adjustment Objection Period, and (y) to the extent (1) any disagreement by the Seller is not described in the Objection Notice received by Buyer, (2) no Objection Notice is timely delivered by the Seller to Buyer or (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 Seller in the Objection Notice will be final, conclusive and binding on the parties and not subject to appeal. If the Seller timely delivers an Objection Notice to Buyer delivered in accordance with the notice provisions Tax Liability Amount set forth in Section 9.2, Buyer therein are deemed to have been accepted by Seller Stockholder Representative and 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 be final, binding and conclusive for all purposes hereunder. Any calculation that is not disputed in any Statement of Objections shall also be final, binding and binding on conclusive for all purposes hereunder. If Seller Stockholder Representative delivers a Statement of Objections before the parties expiration of the Review Period, Buyer and not subject Seller Stockholder Representative shall negotiate in good faith to appealresolve the objections made therein within 30 days (or such other time as Seller Stockholder Representative and Buyer agree in writing) after the delivery of the Statement of Objections (the “Resolution Period”) and such negotiations shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar law. If the Buyer and Seller do not resolve all such disagreements by same are so resolved within the end of the Adjustment Resolution Period, then they shall, within five days thereafter, commence the process to 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 such resolution shall be deemed to evidenced in writing and 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 final 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 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 the parties in writing, the Firm shall make its determination in accordance with the guidelines and procedures 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 jurisdictionbinding.

Objection. If 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 Seller disagrees with Buyer’s event that Sellers deliver a timely written objection as aforesaid, and Buyer and Sellers are unable to resolve such objection within thirty (i30) calculation days after Buyer is notified 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 calculationsSellers’ objection, the Seller matters in dispute shall deliver written notice (an “Objection Notice”) be submitted for final and binding determination to a firm of such disagreement, specifying in reasonable detail the nature independent certified public accountants of national recognition and extent of such disagreement, standing jointly selected by Buyer 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 Final Closing Balance Sheet Sellers (the “Adjustment Objection PeriodAccountants”). For The Accountants shall prepare their resolution statement within forty-five (45) days of appointment. In the avoidance of doubt, (x) event that the Seller may parties cannot amend, supplement or modify agree on the Objection Notice after the end identity of the Adjustment Objection PeriodAccountants, and (y) the firm to be used shall be selected by lot from among the extent (1) any disagreement by the Seller is not described “Big 4” accounting firms having offices in the Objection Notice received 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, (2) no Objection Notice is timely delivered as adjusted by agreement of Sellers and Buyer or finally determined by the Seller Accountants, as applicable, to Buyer or (3) reflect the Seller provides written notice to Buyer at resolution of any time during timely objections made thereto by Sellers in accordance with this paragraph, shall constitute 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 Seller in the Objection Notice will Net Current Assets” and shall be final, conclusive and binding on the parties and not subject to appealhereto. 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 shall each pay their own expenses of preparing and analyzing the Seller will endeavor Estimated Net Current Assets and resolving objections thereto. The fees and expenses of the Accountants used to resolve any disagreements noted in the Objection Notice in good faith during the 20 Business Days after the receipt objections will be borne equally 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 be final, conclusive and binding on the parties and not subject to appeal. If the Buyer and Seller do not resolve all such disagreements by the end of the Adjustment Resolution Period, then they shall, within five days thereafter, commence the process to 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 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 the parties in writing, the Firm shall make its determination in accordance with the guidelines and procedures 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 jurisdictionSellers.

Objection. If the Seller disagrees with Buyer’s parties resolve all or some of the matters in dispute within such fifteen (i15) calculation of (A) Relevant Working Capital, (B) Relevant Debt, (C) Actual Relevant day period then the parties shall prepare and sign an Adjusted Closing Working Capital SurplusStatement reflecting such agreement which shall be deemed final and binding. As to matters which remain in dispute after such fifteen (15) day period ("Unresolved Matters"), if any, (D) Actual Relevant the Closing Working Capital Deficit, if any, Statement shall be deemed final unless Buyer shall within ten (E10) 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 deliver written notice (an “Objection Notice”) of such disagreement, specifying in reasonable detail the nature and extent 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 Final Closing Balance Sheet (the “Adjustment Objection Period”). For the avoidance of doubt, (x) the Seller may not amend, supplement or modify the Objection Notice days after the end of such fifteen (15) day period request that the Adjustment Objection Period, 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 (y10) days after such notice submit a written statement of its position to the extent Accounting Firm and to Seller. Seller may within ten (110) any disagreement by the Seller is not described in the Objection Notice received by Buyer, (2) no Objection Notice is timely delivered by the Seller to Buyer or (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 Seller in the Objection Notice will be final, conclusive and binding on the parties and 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 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 days of such Objection Notice, or such longer period as the Buyer and Seller may mutually agree (submitting its written statement to the “Adjustment Resolution Period”)Accounting Firm respond to such written statement with its own written statement. Any such disagreements that are resolved by The Accounting Firm shall consider both written statements as it performs its duties. The authority of the Buyer and Seller during Accounting Firm in reviewing the Adjustment Resolution Period Closing Working Capital Statement shall be finallimited to determining whether, conclusive and binding on as to the parties and not subject to appeal. If Working Capital Items included within the Buyer and Seller do not resolve all such disagreements by the end of the Adjustment Resolution Period, then they shall, within five days thereafter, commence the process to 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)Unresolved Matters, 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 BuyerClosing Working Capital Statement accurately reflects, in accordance with the guidelines and procedures set forth on Exhibit F. The BuyerGenCorp 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 not have the 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 retained only to resolve specific differences between Seller and their respective Representatives will cooperate Buyer within the range of such difference and consistent with the GenCorp Accounting Principles. Either party or the Accounting Firm during its may request that each of the parties present oral arguments to the Accounting Firm in the presence of the other party at any time prior to the Accounting Firm's resolution of any disagreements included 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 Seller shall bear the fees and expenses of review by the Accounting Firm in the Objection Notice and not otherwise resolved during same proportion as the Adjustment Resolution Period. Unless otherwise agreed ratio of each parties' position is to the final determination by the parties in writingAccounting Firm, as determined by the Accounting Firm, whose determination shall be final and binding on the parties. (f) The Accounting Firm shall make its determination in accordance with the guidelines and procedures set forth in this Agreement and on Exhibit F; provided that prepare a report of any delay in delivering such determination shall not invalidate the award or otherwise deprive the Firm of jurisdiction.adjustments to such

Objection. If The Estimated Net Current Assets shall be deemed accepted by Seller and binding unless Seller sends Buyer a written objection thereto within twenty-one (21) days following Seller's receipt thereof. In the event that Seller disagrees with Buyer’s delivers a timely written objection as aforesaid, and Buyer and Seller are unable to resolve such objection within twenty-one (i21) calculation days after Buyer is notified of Seller's objection, the matters in dispute shall be submitted for final and binding determination to a firm of independent certified public accountants jointly selected by Buyer and Seller (Athe "Accountants"). The Accountants shall prepare their resolution statement within forty-five (45) 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 days of appointment. In the event that the parties are required to agree on the identity of the Closing Purchase Price determined using Accountants but are unable to do so, then the foregoing calculations, firm to be used shall be selected by lot from among the Seller shall deliver written notice (an “Objection Notice”) of such disagreement, specifying in reasonable detail the nature and extent 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 Final Closing Balance Sheet (the “Adjustment Objection Period”). For the avoidance of doubt, (x) the Seller may not amend, supplement or modify the Objection Notice after the end of the Adjustment Objection Period, and (y) to the extent (1) any disagreement by the Seller is not described "Big 4" accounting firms having offices in the Objection Notice received Hartford, Connecticut area, other than those firms which have had a material relationship with Buyer or Seller. The Estimated Net Current Assets proposed by Buyer, (2) no Objection Notice is timely delivered as adjusted by agreement of Seller and Buyer or finally determined by the Seller Accountants, as applicable, to Buyer or (3) reflect the Seller provides written notice to Buyer at resolution of 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 timely objections made thereto by the Seller in accordance with this paragraph, shall constitute the Objection Notice will "Final Net Current Assets" and shall be final, conclusive and binding on the parties and not subject to appealhereto. 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 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 (shall each pay their own expenses of preparing and analyzing the “Adjustment Resolution Period”)Estimated Net Current Assets and resolving objections thereto. Any such disagreements that are resolved The fees and expenses of the Accountants used to resolve objections will be borne equally by Buyer on the Buyer one hand and Seller during the Adjustment Resolution Period shall be final, conclusive and binding on the parties and not subject to appeal. If the Buyer and Seller do not resolve all such disagreements by the end of the Adjustment Resolution Period, then they shall, within five days thereafter, commence the process to 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 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 the parties in writing, the Firm shall make its determination in accordance with the guidelines and procedures 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 jurisdictionother hand.

Objection. If the Seller disagrees with Buyer’s Purchaser shall have until seven (i7) 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 days after receipt of the Closing Purchase Price determined using Title Documents (the foregoing calculations, the “Title Objection Deadline”) to notify Title Company and Seller shall deliver written notice in writing (an “Objection Title Defect Notice”) of such disagreement, specifying any defect in reasonable detail the nature 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 extent of such disagreement, and the Seller’s proposed resolution to any such disagreement to Buyer Seller on or before the 60th day following its receipt Title Objection Deadline, the matters identified in Schedule B of the Final Closing Statement and Final Closing Balance Sheet (the “Adjustment Objection Period”). For the avoidance of doubt, (x) the Seller may not amend, supplement or modify the Objection Notice after the end of the Adjustment Objection Period, and (y) to the extent (1) any disagreement by the Seller is not described in the Objection Notice received by Buyer, (2) no Objection Notice is timely delivered by the Seller to Buyer or (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 Seller in the Objection Notice will be final, conclusive and binding on the parties and 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 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 be final, conclusive and binding on the parties and not subject to appeal. If the Buyer and Seller do not resolve all such disagreements by the end of the Adjustment Resolution Period, then they shall, within five days thereafter, commence the process to 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 Title Commitment shall be deemed to be “Permitted Exceptions”, but Seller shall remain responsible for satisfying any Requirements necessary to issue the Firm 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 (“Seller Title Response Notice”) on or before two (2) business days after receipt of the Title Defect Notice (“Seller Title Response Date”). If Seller fails to provide to Purchaser the Seller Title Response Notice on or before the Seller Title Response Date, Seller shall be deemed to have elected not to cure the Title Defect(s). Purchaser may, by written notice to Seller (“Purchaser Title Response Notice”) within two (2) business days after receipt of the Seller 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 Initial Deposit, other than 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 no claim thereto or right 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 term “Permitted Exceptions” as used in this Agreement shall be deemed to mean (i) rights of tenants (as tenants only) under all Leases in effect as of the Closing Date; (ii) liens or encumbrances arising out of any 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 purposes 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 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. In connection with engaging the Firm, each party agrees, if requested by the Firm, Agreement and 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 cooperate with the Firm during its resolution of any disagreements included in the Objection Notice and which Purchaser has not otherwise resolved during the Adjustment Resolution Period. Unless otherwise agreed by the parties consented in writing, and (iii) any Title Defect that Seller has specifically agreed to cure in writing and any Requirement of Seller in the Firm shall make its determination Title Commitment, and in accordance with the guidelines and procedures set forth in this Agreement and on Exhibit F; provided that any delay in delivering no event will such determination shall not invalidate the award liens or otherwise deprive the Firm of jurisdictionencumbrances constitute Permitted Exceptions.

Objection. If The Estimated Net Current Assets shall be deemed accepted by Seller and binding unless Seller sends Buyer a written objection thereto within thirty (30) days following Seller's receipt thereof. In the event that Seller disagrees with Buyer’s delivers a timely written objection as aforesaid, and Buyer and Seller are unable to resolve such objection within thirty (i30) calculation days after Buyer is notified of 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 Seller (Athe "Accountants"). The Accountants shall prepare their resolution statement within forty-five (45) 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 days of appointment. In the event that the parties are required to agree on the identity of the Closing Purchase Price determined using Accountants but are unable to do so, then the foregoing calculationsfirm to be used shall be selected by lot from among the "Big 4" accounting firms, the Seller shall deliver written notice (an “Objection Notice”) of such disagreement, specifying in reasonable detail the nature and extent of such disagreement, and the other than those firms which have had a material relationship with Buyer or Seller’s . The Estimated Net Current Assets proposed resolution to any such disagreement to Buyer on or before the 60th day following its receipt of the Final Closing Statement and Final Closing Balance Sheet (the “Adjustment Objection Period”). For the avoidance of doubt, (x) the Seller may not amend, supplement or modify the Objection Notice after the end of the Adjustment Objection Period, and (y) to the extent (1) any disagreement by the Seller is not described in the Objection Notice received by Buyer, (2) no Objection Notice is timely delivered as adjusted by agreement of Seller and Buyer or finally determined by the Seller Accountants, as applicable, to Buyer or (3) reflect the Seller provides written notice to Buyer at resolution of 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 timely objections made thereto by the Seller in accordance with this paragraph, shall constitute the Objection Notice will "Final Net Current Assets" and shall be final, conclusive and binding on the parties and not subject to appealhereto. 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 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 (shall each pay their own expenses of preparing and analyzing the “Adjustment Resolution Period”)Estimated Net Current Assets and resolving objections thereto. Any such disagreements that are resolved The fees and expenses of the Accountants used to resolve objections will be borne equally by the Buyer and Seller during the Adjustment Resolution Period shall be final, conclusive and binding on the parties and not subject to appeal. If the Buyer and Seller do not resolve all such disagreements by the end of the Adjustment Resolution Period, then they shall, within five days thereafter, commence the process to 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 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 the parties in writing, the Firm shall make its determination in accordance with the guidelines and procedures 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 jurisdictionSeller.

Objection. 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 deliver written notice have sixty (an “Objection Notice”60) of such disagreement, specifying in reasonable detail the nature and extent of such disagreement, and the days following 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 Final Buyer’s Closing Balance Sheet (the “Adjustment Objection Period”). For the avoidance of doubt, (x) the Seller may not amend, supplement or modify the Objection Notice after the end and statement of the Adjustment Objection PeriodNet 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 Seller and binding unless Seller sends Buyer a written objection thereto within such sixty (y60) 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 extent Buyer’s statement of the Net Asset Amount, Seller shall send Buyer a written objection thereto within sixty (160) any disagreement by days following Seller’s receipt thereof. In the event that Seller delivers a timely written objection as aforesaid, Buyer and 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 not described notified of Seller’s objection then, within five (5) Business Days after such failure to resolve the matters in dispute, the Objection Notice received matters in dispute shall be submitted for final and binding determination to the Accountants; provided, however, that in no case shall the Accountants’ determination of the Final Net Asset Amount (as defined below) be less than the Net Asset Amount. The Accountants shall prepare their resolution statement within forty-five (45) days of appointment. The Net Asset Amount proposed by Buyer, (2) no Objection Notice is timely delivered as may be adjusted by agreement of Seller and Buyer or finally determined by the Seller Accountants, as applicable, to Buyer or (3) reflect the Seller provides written notice to Buyer at resolution of 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 timely objections made thereto by the Seller in accordance with this Section 2.3(c), shall constitute the Objection Notice will “Final Net Asset Amount” and shall be final, conclusive and binding on the parties and not subject to appealhereto. 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 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 (shall each pay their own expenses of preparing and analyzing the “Adjustment Resolution Period”). Any such disagreements Final Net Asset Amount and resolving objections thereto; except that are resolved the fees and expenses of the Accountant shall be borne proportionately by the Buyer and Seller during on the Adjustment Resolution Period shall be final, conclusive 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 on the parties and not subject to appeal. If the Buyer and Seller do not resolve all determination of such disagreements disputed items by the end of the Adjustment Resolution Period, then they shall, within five days thereafter, commence the process to 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 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 the parties in writing, the Firm shall make its determination in accordance with the guidelines and procedures 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 jurisdictionAccountant.

Objection. If On or prior to the last day of the Review Period, Seller disagrees with Buyer’s (i) calculation of (A) Relevant Working Capital, (B) Relevant Debt, (C) Actual Relevant may object to the Closing 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 deliver Statement by delivering to Buyer a written notice (an “Objection Notice”) of such disagreement, specifying statement setting forth Seller’s objections in reasonable detail the nature and extent of such disagreementdetail, indicating each disputed item or amount and the basis for Seller’s proposed resolution to disagreement therewith (any such disagreement to Buyer on or before be limited to whether the 60th day following its receipt calculation of Net Working Capital included in the Final Closing Working Capital Statement is mathematically correct and/or has been prepared in accordance with this Section 2.06 and Final Closing Balance Sheet the definition of Net Working Capital (and any definition(s) included in such definition) (the “Adjustment Objection PeriodStatement of Objections”). For If Seller fails to deliver the avoidance Statement of doubt, (x) Objections before the Seller may not amend, supplement or modify the Objection Notice after the end expiration of the Adjustment Objection Review Period, the Closing Working Capital Statement and (y) to the extent (1) any disagreement by Post-Closing Adjustment, as the Seller is not described case may be, reflected in the Objection Notice received Closing Working Capital Statement shall be deemed to have been accepted by Buyer, (2) no Objection Notice is timely delivered by the Seller to Buyer or (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 Seller in the Objection Notice will be final, conclusive and binding on the parties and not subject to appealSeller. If Seller delivers the Seller timely delivers an Objection Notice to Buyer delivered in accordance with Statement of Objections before the notice provisions set forth in Section 9.2expiration of the Review Period, Buyer and the Seller will endeavor to resolve any disagreements noted in the Objection Notice shall negotiate in good faith during the 20 Business Days to resolve such objections within thirty (30) days after the receipt by Buyer delivery of such Objection Notice, or such longer period as the Buyer and Seller may mutually agree Statement of Objections (the “Adjustment Resolution Period”). Any such disagreements that , and, if the same are so resolved by within the Buyer and Seller during the Adjustment Resolution Period shall be final, conclusive and binding on the parties and not subject to appeal. If the Buyer and Seller do not resolve all such disagreements by the end of the Adjustment Resolution Period, then they shallthe Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, within five days thereaftershall be final and binding. During the Resolution Period, commence Buyer and Buyer’s Representatives shall have reasonable access to the process to retain the Firm (or if the Firm is unable to serve as the Firm for any reason whatsoever, including for reasons relevant books and records of conflict of interest)Seller, the parties shallpersonnel of, within five days thereafterand work papers prepared by, retain Seller and/or Seller’s accountants to the Second Firmextent 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, in which case the Second Firm however, that such access 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 during normal business hours and in a manner that does not interfere 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 cooperate with the Firm during its resolution normal business operations of any disagreements included in the Objection Notice and not otherwise resolved during the Adjustment Resolution Period. Unless otherwise agreed by the parties in writing, the Firm shall make its determination in accordance with the guidelines and procedures 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 jurisdictionSeller.

Objection. If Within 30 days of receipt of the Seller disagrees with Buyer’s (i) calculation Draft Closing Date Statement, the Vendors’ Representative may notify the Purchaser in writing of (A) Relevant Working Capital, (B) Relevant Debt, (C) Actual Relevant any objections it may have to the Draft Closing Date Statement and the 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 deliver written notice and/or Net Debt set forth therein (an “Objection Notice”) ), which Objection Notice will set forth the amount in dispute and a description of such disagreement, specifying in reasonable detail the nature and extent of such disagreement, and the Seller’s proposed resolution to any such disagreement to Buyer on or before the 60th day following its receipt basis for each of the Final Closing Statement and Final Closing Balance Sheet (the “Adjustment Objection Period”)disagreements. For the avoidance of doubt, (x) the Seller may not amend, supplement or modify the Objection Notice after the end of the Adjustment Objection Period, and (y) to the extent (1) any disagreement by the Seller is not described in the Objection Notice received by Buyer, (2) no If an Objection Notice is timely not so delivered by to the Seller to Buyer or (3) Purchaser, the Seller provides written notice to Buyer at any time during Draft Closing Date Statement shall become the Adjustment Objection Period that it agrees with “Closing Date Statement” for the calculations purposes hereof and the Working Capital and the Net Debt set forth in the Final Draft Closing Statement, then all matters described in the Final Closing Date Statement that are not objected to by the Seller in the Objection Notice will be final, conclusive and binding on the parties and not subject to appealParties. If the Seller timely delivers an Objection Notice is so delivered to Buyer delivered in accordance with the notice provisions set forth in Section 9.2Purchaser, Buyer then the Vendors’ Representative and the Seller Purchaser will endeavor forthwith, and in any event within 15 days, negotiate in good faith to resolve any disagreements noted in such objections. In the Objection Notice in good faith during event that the 20 Business Days Vendors’ Representative and the Purchaser are unable to resolve all such objections within 15 days after the Purchaser’s receipt by Buyer 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 longer period as the Buyer and Seller may other mutually agree agreeable English nationally-recognized firm of independent chartered accountants (the “Adjustment Resolution PeriodIndependent Accountant”)) whose determination of the dispute will be made within 15 days of the date of such submission. Any If the Vendors’ Representative and the Purchaser cannot agree on the selection of a nationally-recognized firm of independent chartered accountants to act as Independent Accountant, either of them may apply to a court of competent jurisdiction to appoint such disagreements that are resolved by the Buyer an Independent Accountant, and Seller during the Adjustment Resolution Period shall such appointment will be final, conclusive and binding on the parties Parties. The Independent Accountant’s determination of Working Capital and not subject to appeal. If Net Debt will be conclusive and binding on the Buyer Parties, absent manifest error, and Seller do not resolve all such disagreements by will become the end of the Adjustment Resolution Period, then they shall, within five days thereafter, commence the process to 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 “Closing Date Statement” 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 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 the parties in writing, the Firm shall make its determination in accordance with the guidelines and procedures 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 jurisdictionhereof.

Objection. If the Seller disagrees Associates’ Representative has any objections to the Calculation Notice, then he or she must provide VFAM 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 written notice of the Closing Purchase Price determined using objections within thirty (30) days following his or her receipt of the foregoing calculations, the Seller shall deliver Calculation Notice. The written notice (an “Objection Notice”) of such disagreement, specifying must describe in reasonable detail the nature 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’ Representative and extent 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. VFAM and Associates’ Representative will use reasonable efforts to resolve any objections to the Contingent Earnings calculation. If VFAM and Associates’ Representative do not resolve the objections within thirty (30) days after 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 hereinafter referred to 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 consider sufficient in his reasonable judgment to cover the estimated amount of such disagreementfees 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 Seller’s proposed 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 of any objections thereto; and (ii) will be afforded the opportunity to present to the Accountants any such disagreement material relating to Buyer on or before the 60th day following its receipt Accountants’ determination, and to discuss with the Accountants in a hearing with all parties present, the Accountants’ determination. The role of the Final Closing Statement and Final Closing Balance Sheet (the “Adjustment Objection Period”). For the avoidance of doubt, (x) the Seller may not amend, supplement or modify the Objection Notice after the end of the Adjustment Objection Period, and (y) to the extent (1) any disagreement by the Seller is not described in the Objection Notice received by Buyer, (2) no Objection Notice is timely delivered by the Seller to Buyer or (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 Seller in the Objection Notice Accountants will be final, conclusive to determine whether VFAM properly accounted for and binding on calculated the parties and not subject to appealContingent Earnings in accordance with this Agreement. If the Seller timely delivers Accountants determine that any disputed items resulted in an Objection Notice to Buyer delivered incorrect determination of the Contingent Earnings, then the Accountants will recalculate the Contingent Earnings for the applicable Fiscal Year and so notify VFAM and Associates’ Representative. Such amount will be deemed the Contingent Earnings. The Accountant’s determination of Contingent Earnings for the Fiscal Year in accordance with the notice provisions question, as set forth in Section 9.2, Buyer and the Seller will endeavor a notice delivered 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 both parties by the Buyer Accountants, will be binding and Seller during the Adjustment Resolution Period shall be final, conclusive and binding on the parties and not subject to appeal. If the Buyer and Seller do not resolve all such disagreements by the end of the Adjustment Resolution Period, then they shall, within five days thereafter, commence the process to 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 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 the parties in writing, the Firm shall make its determination in accordance with the guidelines and procedures 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 jurisdictionparties.

Objection. If In reviewing the Seller disagrees Post Closing Statement, the Sellers’ Representative shall have the right to discuss such matters with Buyer’s (i) calculation of (A) Relevant Working CapitalParent and to review the work papers, (B) Relevant Debtschedules, (C) Actual Relevant Working Capital Surplusmemoranda, if anyand other documents Parent prepared or caused to be prepared, (D) Actual Relevant Working Capital Deficit, if any, (E) Cash Equivalents, (F) Transaction Expenses or (G) Actual CAPEX Deficit or (ii) calculation reviewed in determining each of the items set forth on the Post Closing Purchase Price determined using Statement. Unless the foregoing calculationsSellers’ Representative delivers to Parent, within ten (10) Business Days of receipt of the Seller shall deliver Post Closing Statement, written notice (an “Objection Notice”) of such disagreement, specifying in reasonable detail the nature and extent of such disagreement, and the Seller’s proposed resolution to any such disagreement to Buyer on or before the 60th day following describing its receipt of the Final Closing Statement and Final Closing Balance Sheet (the “Adjustment Objection Period”). For the avoidance of doubt, (x) the Seller may not amend, supplement or modify the Objection Notice after the end of the Adjustment Objection Period, and (y) exceptions to the extent (1) any disagreement by the Seller is not described in the Objection Notice received by Buyer, (2) no Objection Notice is timely delivered by the Seller to Buyer or (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 Post Closing Statement, then all matters described in the Final Post Closing Statement that are not objected to by the Seller in the Objection Notice will be final, conclusive and binding on the parties and not subject to appealParties (the “Definitive Post Closing Statement”). If the Seller timely delivers 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 Buyer delivered 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 accordance with dispute. The Independent Accountants’ services and authority to make a determination shall be limited in scope to the notice disputed issues and 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 of the engagement, which determination shall be set forth in Section 9.2, Buyer a written statement delivered to Parent and the Seller will endeavor Sellers’ Representative and shall be conclusive and binding upon the parties for all purposes under this Agreement. The Independent Accountants shall allocate its costs and expenses between Parent and the Sellers based upon the percentage of the disputed amounts submitted to resolve any disagreements noted in the Objection Notice in good faith during Independent Accountants that is ultimately awarded to the 20 Business Days after Sellers, on the receipt by Buyer one hand, or Parent, on the other hand, such that the Sellers shall bear a percentage of such Objection Notice, or such longer period as costs and expenses equal to the Buyer percentage of the disputed amount awarded to Parent (with any costs and Seller may mutually agree (the “Adjustment Resolution Period”). Any such disagreements that are resolved expenses payable by the Buyer Sellers to be retained by Parent from the Holdback Amount) and Seller during Parent shall bear a percentage of such costs and expenses equal to the Adjustment Resolution Period percentage of the disputed amount awarded to the Sellers. The determination of the Independent Accountants shall be final, binding and conclusive and binding on the parties and not subject to appeal. If the Buyer and Seller do not resolve for all such disagreements by the end of the Adjustment Resolution Period, then they shall, within five days thereafter, commence the process to 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 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 the parties in writing, the Firm shall make its determination in accordance with the guidelines and procedures 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 jurisdictionhereunder.

Objection. If the Seller disagrees with Buyer’s (ia) 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 deliver written notice (an “Objection Notice”) of such disagreement, specifying in reasonable detail the nature and extent of such disagreement, and the Seller’s proposed resolution to any such disagreement to Buyer on On or before the 60th last day following its receipt of the Final 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 Final the Post-Closing Balance Sheet (Permitted Expenses Adjustment, as the “Adjustment Objection Period”). For the avoidance of doubtcase may be, (x) the Seller may not amend, supplement or modify the Objection Notice after the end of the Adjustment Objection Period, and (y) to the extent (1) any disagreement by the Seller is not described reflected in the Objection Notice received by Buyer, (2) no Objection Notice is timely delivered by the Seller to Buyer or (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 PolyMet Closing Statement, then all matters described in the Final Closing Permitted Expenses Statement that are not objected to by the Seller in the Objection Notice will be final, conclusive and binding on the parties and 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 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 be final, conclusive and binding on the parties and not subject to appeal. If the Buyer and Seller do not resolve all such disagreements by the end of the Adjustment Resolution Period, then they shall, within five days thereafter, commence the process to 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 have been accepted by Teck US. If Teck US delivers the Firm for purposes Teck Statement of this Agreement. In connection with engaging Objections before the Firmexpiration of the Teck Review Period, each party agreesTeck US and JVCo shall negotiate to resolve such objections within 30 days after the delivery of the Teck Statement of Objections (the "Teck Resolution Period"), and, if requested the same are so resolved within the Teck Resolution Period, the Post-Closing Permitted Expenses Adjustment and the PolyMet Closing Permitted Expenses Statement with such changes as may have been previously agreed in writing by Teck US and JVCo, shall be final and binding. (b) On or before the Firmlast day of the PolyMet Review Period, to work with the Firm to negotiate and execute an engagement letter on terms reasonably satisfactory JVCo may object to the Seller Teck Closing Permitted Expenses Statement by delivering to Teck US a written statement setting out JVCo's objections in reasonable detail, indicating each disputed item or amount and the Buyer, in accordance with basis for JVCo's disagreement therewith (a "PolyMet Statement of Objections"). If JVCo fails to deliver a PolyMet Statement of Objections before the guidelines and procedures set forth on Exhibit F. The Buyerexpiration of the PolyMet Review Period, the Seller Teck Closing Permitted Expenses Statement and their respective Representatives will cooperate with the Firm during its resolution of any disagreements included Post-Closing Permitted Expenses Adjustment, as the case may be, reflected in the Objection Notice Teck Closing Permitted Expenses Statement shall be deemed to have been accepted by JVCo. If JVCo delivers the PolyMet Statement of Objections before the expiration of the PolyMet Review Period, JVCo and not otherwise resolved during Teck US shall negotiate to resolve such objections within 30 days after the Adjustment delivery of the PolyMet Statement of Objections (the "PolyMet Resolution Period. Unless otherwise agreed by "), and, if the parties in writingsame are so resolved within the PolyMet Resolution Period, the Firm 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 make its determination in accordance with the guidelines be final and procedures 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 jurisdictionbinding.

Objection. If The Estimated Net Current Assets shall be deemed accepted by Seller and binding unless Seller sends Buyer a written objection thereto within fifteen (15) days following Seller's receipt thereof. In the event that Seller disagrees with Buyer’s delivers a timely written objection as aforesaid, and Buyer and Seller are unable to resolve such objection within fifteen (i15) calculation days after Buyer is notified of 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 Seller (Athe "Accountants"). The Accountants shall prepare their resolution statement within forty-five (45) 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 days of appointment. In the event that the parties are required to agree on the identity of the Closing Purchase Price determined using Accountants but are unable to do so, then the foregoing calculations, firm to be used shall be selected by lot from among the Seller shall deliver written notice (an “Objection Notice”) of such disagreement, specifying in reasonable detail the nature and extent 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 Final Closing Balance Sheet (the “Adjustment Objection Period”). For the avoidance of doubt, (x) the Seller may not amend, supplement or modify the Objection Notice after the end of the Adjustment Objection Period, and (y) to the extent (1) any disagreement by the Seller is not described "Big 4" accounting firms having offices in the Objection Notice received Hartford, Connecticut area, other than those firms which have had a material relationship with Buyer or Seller. The Estimated Net Current Assets proposed by Buyer, (2) no Objection Notice is timely delivered as adjusted by agreement of Seller and Buyer or finally determined by the Seller Accountants, as applicable, to Buyer or (3) reflect the Seller provides written notice to Buyer at resolution of 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 timely objections made thereto by the Seller in accordance with this paragraph, shall constitute the Objection Notice will "Final Net Current Assets" and shall be final, conclusive and binding on the parties and not subject to appealhereto. 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 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 (shall each pay their own expenses of preparing and analyzing the “Adjustment Resolution Period”)Estimated Net Current Assets and resolving objections thereto. Any such disagreements that are resolved The fees and expenses of the Accountants used to resolve objections will be borne equally by the Buyer and Seller during the Adjustment Resolution Period shall be final, conclusive and binding on the parties and not subject to appeal. If the Buyer and Seller do not resolve all such disagreements by the end of the Adjustment Resolution Period, then they shall, within five days thereafter, commence the process to 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 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 the parties in writing, the Firm shall make its determination in accordance with the guidelines and procedures 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 jurisdictionSeller.

Objection. If On or prior to 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 last day of the Closing Purchase Price determined using the foregoing calculationsReview Period, the Seller shall deliver written notice (an “Objection Notice”) of such disagreement, specifying in reasonable detail the nature and extent of such disagreement, and the Seller’s proposed resolution Warrant Holder Representative may object to any such disagreement to Buyer on or before the 60th day following its receipt of the Final Closing Date Statement by delivering to Buyer a written statement setting forth Seller’s and Final Closing Balance Sheet Warrant Holder Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for and Seller’s and Warrant Holder Representative’s disagreement therewith (the “Adjustment Objection PeriodStatement of Objections”). For If Seller and Warrant Holder Representative fail to deliver the avoidance Statement of doubt, (x) Objections before the Seller may not amend, supplement or modify the Objection Notice after the end expiration of the Adjustment Objection Review Period, and (y) to the extent (1) any disagreement by the Seller is not described in the Objection Notice received by Buyer, (2) no Objection Notice is timely delivered by the Seller to Buyer or (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 StatementDate Statement and the calculations contained therein shall be deemed to have been accepted by Seller and Warrant Holder Representative and shall be final and binding. In addition, then all matters described items not expressly disputed in a timely Statement of Objections shall be deemed to have been accepted by Seller and Warrant Holder Representative and shall be final and binding. If Seller and Warrant Holder Representative deliver the Final Closing Statement that are not objected to by of Objections before the Seller in expiration of the Objection Notice will be finalReview Period, conclusive and binding Buyer, on the parties one hand, and not subject to appeal. If Seller and Warrant Holder Representative, on the Seller timely delivers an Objection Notice to Buyer delivered in accordance with the notice provisions set forth in Section 9.2other hand, Buyer and the Seller will endeavor to resolve any disagreements noted in the Objection Notice shall negotiate in good faith during the 20 Business Days to resolve such objections within thirty (30) days after the receipt by Buyer delivery of such Objection Notice, or such longer period as the Buyer and Seller may mutually agree Statement of Objections (the “Adjustment Resolution Period”). Any such disagreements that , and, if the same are so resolved by within the Buyer and Seller during the Adjustment Resolution Period shall be final, conclusive and binding on the parties and not subject to appeal. If the Buyer and Seller do not resolve all such disagreements by the end of the Adjustment Resolution Period, then they shall, within five days thereafter, commence the process to retain Final Closing Date Statement and 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 Firmcalculations contained therein, in which each case with such changes as may have been previously agreed in writing by Buyer, on the Second Firm one hand, and Seller and Warrant Holder Representative, on the other hand, 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 final and execute an engagement letter on terms reasonably satisfactory to the Seller binding and the Buyer, in accordance with the guidelines and procedures set forth on Exhibit F. The Buyer, the Seller and their respective Representatives will 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 the parties in writing, the Firm shall make its determination in accordance with the guidelines and procedures 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 jurisdictionbe subject to judicial review.