Common use of Objections; Resolution of Disputes Clause in Contracts

Objections; Resolution of Disputes. The Closing Adjustment Statement shall become final and binding upon the parties on the 30th day following delivery thereof, unless Weyerhaeuser gives written notice of its disagreement with the Closing Adjustment Statement (a “Notice of Disagreement”) to Parent prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount not being calculated in accordance with Section 5.05 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in the Notice of Disagreement are consistent with the requirements of Section 5.05. If a Notice of Disagreement is received by Parent in a timely manner, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 30-day period following the delivery of a Notice of Disagreement, Weyerhaeuser and Parent shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-day period, Weyerhaeuser and Parent shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The dispute resolution by the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Weyerhaeuser and Parent shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submission. The determination of the Accounting Firm shall be final and binding on the parties, and judgment may be entered upon such determination in any court having jurisdiction over the party against which such determination is to be enforced. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 shall be borne by Parent and Weyerhaeuser in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. Other than the fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of Weyerhaeuser’s independent auditors shall be borne by Weyerhaeuser and the fees and disbursements of Parent’s independent auditors shall be borne by Parent.

Objections; Resolution of Disputes. The Closing Adjustment Statement shall become final and binding upon the parties on the 30th day following delivery thereof, unless Weyerhaeuser Seller gives written notice of its disagreement with the Closing Adjustment Statement (a “Notice of Disagreement”) to Parent Purchaser prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so assertedasserted and Seller’s calculation of Closing Working Capital, the Closing Eligible Capital Expenditures, the Debt Amount and the Annualized Business Three Month Net Sales Amount, (ii) only include disagreements based on mathematical errors or based on the Adjustment Closing Working Capital, the Closing Eligible Capital Expenditures, the Debt Amount or the Annualized Business Three Month Net Sales Amount not being calculated in accordance with this Section 5.05 2.03 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser Seller certifying that the matters specified in the Notice of Disagreement are consistent with the requirements of Section 5.052.03(d). If a Notice of Disagreement is received by Parent Purchaser in a timely manner, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (iA) the date Weyerhaeuser Seller and Parent Purchaser resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (iiB) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 30-day period following the delivery of a Notice of Disagreement, Weyerhaeuser Seller and Parent Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-day period, Weyerhaeuser Seller and Parent Purchaser shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration determination of any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The dispute resolution by the Accounting Firm shall be an arbitration expert determination under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte PricewaterhouseCoopers LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Weyerhaeuser Seller and Parent Purchaser shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submission. The Neither Seller nor Purchaser shall have any ex parte communications with the Accounting Firm without the prior written consent of the other party. Absent fraud, bad faith or manifest error, the determination of the Accounting Firm shall be final and binding on the parties, parties and judgment may be entered upon such determination in any court having jurisdiction over the party against which such determination is to be enforced. The cost of any arbitration determination (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 2.03 shall be borne by Parent Purchaser and Weyerhaeuser Seller in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. Other than the fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of WeyerhaeuserSeller’s independent auditors shall be borne by Weyerhaeuser Seller and the fees and disbursements of ParentPurchaser’s independent auditors shall be borne by ParentPurchaser.

Objections; Resolution of Disputes. The Closing Adjustment Date Statement shall become final and binding upon the parties on the 30th day following delivery thereof, unless Weyerhaeuser Seller gives written notice of its disagreement with the Closing Adjustment Date Statement (a “Notice of Disagreement”) to Parent Purchaser prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount Closing Net Working Capital, the Closing Eligible Capital Expenditures and/or any proposed adjustment to Target Net Working Capital described in Section 2.03(f) not being calculated in accordance with this Section 5.05 2.03 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser Seller certifying that the matters specified in the Notice of Disagreement are consistent with the requirements of Section 5.052.03(d) (and/or Section 2.03(f), if applicable). If a Notice of Disagreement is received by Parent Purchaser in a timely manner, then the Closing Adjustment Date Statement (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (iA) the date Weyerhaeuser Seller and Parent Purchaser resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (iiB) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 30-day period following the delivery of a Notice of Disagreement, Weyerhaeuser Seller and Parent Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-day period, Weyerhaeuser Seller and Parent Purchaser shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The dispute resolution by the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte Xxxxx Xxxxxxxx LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Weyerhaeuser Seller and Parent Purchaser shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submission. Neither Seller nor Purchaser shall have any ex parte communications with the Accounting Firm without the prior written consent of the other party. The determination of the Accounting Firm shall be final and binding on the parties, parties and judgment may be entered upon such determination in any court having jurisdiction over the party against which such determination is to be enforced. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 2.03 shall be borne by Parent Purchaser and Weyerhaeuser Seller in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. Other than the fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of WeyerhaeuserSeller’s independent auditors shall be borne by Weyerhaeuser Seller and the fees and disbursements of ParentPurchaser’s independent auditors shall be borne by ParentPurchaser.

Objections; Resolution of Disputes. The Closing Adjustment Unless Seller notifies Buyer in writing within 30 days after Buyer’s delivery of the Working Capital Statement shall become final and binding upon of any objection to the parties on the 30th day following delivery thereof, unless Weyerhaeuser gives written notice computation of its disagreement with the Closing Adjustment Statement Working Capital of the Acquired Businesses set forth therein (a “Notice of DisagreementObjection”), the Working Capital Statement delivered pursuant to Section 2.04(c) shall be final and binding. During such 30-day period, Seller and its representatives shall be permitted to Parent prior review the work papers of Buyer relating to such datethe Working Capital Statement. Any Notice of Disagreement Objection shall (i) specify in reasonable detail the nature of any disagreement so asserted, (ii) basis for the objections set forth therein and shall include only include disagreements objections based on mathematical errors or based on the Adjustment Amount not being calculated in accordance with Section 5.05 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in the Notice of Disagreement are consistent with the requirements of Section 5.05. If a Notice of Disagreement is received by Parent in a timely manner, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified mathematical errors in the Notice computation of Disagreement and the Closing Working Capital of the Acquired Businesses or (ii) the date any disputed matters are finally resolved Closing Working Capital of the Acquired Businesses not having been calculated in writing by a manner consistent with the Accounting FirmTarget Working Capital of the Acquired Businesses. During If Seller provides such Notice of Objection to Buyer within such 30-day period, Buyer and Seller shall, during the 30-day period following the Seller’s delivery of a such Notice of DisagreementObjection to Buyer, Weyerhaeuser and Parent shall seek attempt in good faith to resolve Seller’s objections, including those raised in writing any differences that they may have with respect other Notice of Objection provided by Seller during such following 30-day period. During such following 30-day period, Buyer and its representatives shall be permitted to review the work papers of Seller and Seller’s accountants relating to any Notice of Objection and the basis therefor. Any components or calculations making up the Closing Working Capital of the Acquired Businesses not objected to in a Notice of Objection shall be final and binding on the parties. If Buyer and Seller are unable to resolve all such objections within such period, the matters specified remaining in the Notice of Disagreement. At dispute shall be submitted to PricewaterhouseCoopers or its successor in interest (or, if such firm declines to act, to another nationally recognized public accounting firm mutually agreed upon by Buyer and Seller and, if Buyer and Seller are unable so to agree within 10 days after the end of such 30-day period, Weyerhaeuser then Buyer and Parent Seller shall submit to an independent accounting each select such a firm (the “Accounting Firm”) for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The dispute resolution by the Accounting Firm such firms shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other jointly select a third nationally recognized independent public accounting firm as to resolve the disputed matters) (such agreed or selected firm being the “Independent Auditor”). The parties shall instruct the Independent Auditor to render its decision within 60 days of its selection. The resolution of disputed items by the Independent Auditor shall be agreed upon by final and binding, and the parties hereto in writing. Weyerhaeuser and Parent shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submission. The determination of the Accounting Firm Independent Auditor shall constitute an arbitral award that is final, binding and unappealable and upon which a Judgment may be entered by a court having jurisdiction thereover. The fees and expenses of the Independent Auditor shall be borne equally by Buyer and Seller. The final determination of the Closing Working Capital of the Acquired Businesses shall be final and binding on the parties, and judgment may be entered upon such determination in any court having jurisdiction over the party against which such determination is to be enforced. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 shall be borne by Parent and Weyerhaeuser in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. Other than the fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of Weyerhaeuser’s independent auditors shall be borne by Weyerhaeuser and the fees and disbursements of Parent’s independent auditors shall be borne by Parent.

Objections; Resolution of Disputes. The Closing Adjustment Statement shall become final and binding upon the parties on the 30th day following Unless Seller notifies Buyer in writing within 30 days after Buyer’s delivery thereof, unless Weyerhaeuser gives written notice of its disagreement with the Closing Adjustment Date Statement of any objection to the computation of the Closing Working Capital set forth therein (a “Notice of DisagreementObjection”), the Closing Date Statement delivered pursuant to Section 2.04(a) shall be final and binding. During such 30-day period, Seller and its representatives shall be permitted to Parent prior review the working papers of Buyer relating to such datethe Closing Date Statement. Any Notice of Disagreement Objection shall (i) specify in reasonable detail the nature basis for the objections set forth therein and shall include only objections based on (i) mathematical errors in the computation of any disagreement so asserted, the Closing Working Capital or (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount Closing Working Capital not being having been calculated in accordance with Section 5.05 GAAP applied consistently with the accounting principles, practices, methodologies and policies used in the preparation of the Audited Financial Statements. Seller and Buyer acknowledge that (A) the sole purpose of the determination of the Closing Working Capital is to adjust the Closing Date Payment so as to reflect the difference between the Closing Working Capital and the Target Working Capital (as defined below) and (iiiB) such difference can be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that measured only if the matters specified calculation is done using the same principles, practices, methodologies, and policies used in the preparation of the Audited Financial Statements. If Seller provides such Notice of Disagreement are consistent with the requirements of Section 5.05. If a Notice of Disagreement is received by Parent in a timely mannerObjection to Buyer within such 30-day period, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final Buyer and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During Seller shall, during the 30-day period following the Seller’s delivery of a such Notice of DisagreementObjection to Buyer, Weyerhaeuser and Parent shall seek attempt in good faith to resolve Seller’s objections, including those raised in writing any differences that they may have with respect other Notice of Objection provided by Seller during such following 30-day period. During such following 30-day period, Buyer and its representatives shall be permitted to review the working papers of Seller and Seller’s accountants relating to any Notice of Objection and the basis therefor. Any components or calculations making up the Closing Working Capital not objected to in a Notice of Objection shall be final and binding on the parties. If Buyer and Seller are unable to resolve all such objections within such period, the matters specified remaining in the Notice of Disagreement. At dispute shall be submitted to Deloitte & Touche (or, if such firm declines to act, to another nationally recognized public accounting firm mutually agreed upon by Buyer and Seller and, if Buyer and Seller are unable so to agree within 10 days after the end of such 30-day period, Weyerhaeuser then Buyer and Parent Seller shall submit to an independent accounting each select such a firm (the “Accounting Firm”) for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The dispute resolution by the Accounting Firm such firms shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other jointly select a third nationally recognized independent public accounting firm as to resolve the disputed matters) (such agreed or selected firm being the “Independent Auditor”). The parties shall instruct the Independent Auditor to render its decision within 60 days of its selection. The resolution of disputed items by the Independent Auditor shall be agreed upon by final and binding, and the parties hereto in writing. Weyerhaeuser and Parent shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submission. The determination of the Accounting Firm Independent Auditor shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereover. The fees and expenses of the Independent Auditor shall be borne equally by Buyer and Seller. The final determination of the Closing Working Capital shall be final and binding on the parties, and judgment may be entered upon such determination in any court having jurisdiction over the party against which such determination is to be enforced. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 shall be borne by Parent and Weyerhaeuser in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. Other than the fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of Weyerhaeuser’s independent auditors shall be borne by Weyerhaeuser and the fees and disbursements of Parent’s independent auditors shall be borne by Parent.

Objections; Resolution of Disputes. The Unless Buyer notifies ---------------------------------- Seller in writing within thirty (30) days after Buyer's receipt of the Closing Adjustment Date Statement of any objection to the valuation of the Closing Date Selected Current Assets set forth therein (the "Notice of Objection"), such valuation ------------------- shall become be final and binding upon binding. During such thirty (30) day period, Buyer and its representatives shall be permitted to review the parties on the 30th day following delivery thereof, unless Weyerhaeuser gives written notice working papers of its disagreement with Seller and Seller's accountants relating to the Closing Adjustment Statement (a “Date Statement. The Notice of Disagreement”) to Parent prior to such date. Any Notice of Disagreement Objection shall (i) specify in reasonable detail the nature basis for the objections set forth therein and shall include only objections based on (i) mathematical errors in the computation of any disagreement so asserted, the Closing Date Selected Current Assets or (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount Closing Date Selected Current Assets not being having been calculated in accordance with the consistent application of generally accepted accounting principles and practices described in Section 5.05 2.4.1 above. Seller and Buyer acknowledge that (a) the sole purpose of the determination of the Closing Date Selected Current Assets is to adjust the Closing Date Payment so as to reflect only the change in the Closing Date Selected Current Assets resulting from the operation of the Business from October 31, 2000 to the Closing Date and (iiib) such change can be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that measured only if the matters specified in calculation is done using the same principles, practices, methods and policies at both dates. If Buyer provides such Notice of Disagreement are consistent with Objection to Seller within such thirty (30) day period, Buyer and Seller shall, during the requirements of Section 5.05. If a Notice of Disagreement is received by Parent in a timely manner, then the Closing Adjustment Statement thirty (as revised in accordance with this sentence30) shall become final and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 30-day period following the Buyer's delivery of a such Notice of DisagreementObjection to Seller, Weyerhaeuser and Parent shall seek attempt in good faith to resolve in writing any differences that they may have with respect Buyer's objections. During such thirty (30) day period, Seller and its representatives shall be permitted to review the matters specified in working papers of Buyer and Buyer's accountants relating to the Notice of DisagreementObjection and the basis therefor. At the end of If Buyer and Seller are unable to resolve all such 30-day objections within such period, Weyerhaeuser and Parent the matters remaining in dispute shall submit be submitted to an independent accounting firm Ernst & Young, LLP (the “Accounting Firm”) for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement"Independent Auditor"). The dispute resolution of ------------------- disputed items by the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Weyerhaeuser and Parent shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submission. The determination of the Accounting Firm Independent Auditor shall be final and binding on the parties, and judgment may be entered upon such determination in any court having jurisdiction over the party against which such determination is to be enforcedbinding. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 Independent Auditor shall be borne equally by Parent Buyer and Weyerhaeuser in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the Seller. After final determination of the Accounting Firm is rendered Closing Date Statement, Buyer shall have no further right to challenge the Closing Date Selected Current Assets on the merits of the matters submitted. Other than the fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of Weyerhaeuser’s independent auditors shall be borne by Weyerhaeuser and the fees and disbursements of Parent’s independent auditors shall be borne by Parentany basis.

Objections; Resolution of Disputes. The Closing Adjustment Statement shall become final and binding upon the parties on the 30th day following delivery thereof, unless Weyerhaeuser Spinco gives written notice of its disagreement with the Closing Adjustment Statement (a “Notice of Disagreement”) to Parent Weyerhaeuser prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, and (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount Closing Working Capital not being calculated in accordance with this Section 5.05 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in the Notice of Disagreement are consistent with the requirements of Section 5.052.04. If a Notice of Disagreement is received by Parent Weyerhaeuser in a timely manner, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final and binding upon the parties Weyerhaeuser and Spinco on the earlier of (iA) the date Weyerhaeuser and Parent Spinco resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement Disagreement, and (iiB) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 30-day period following the delivery of a Notice of Disagreement, Weyerhaeuser and Parent Spinco shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-day period, Weyerhaeuser and Parent Spinco shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The dispute resolution by the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte & Touche LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Weyerhaeuser and Parent Spinco shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submission. The Judgment may be entered upon the determination of the Accounting Firm shall be final and binding on the parties, and judgment may be entered upon such determination in any court having jurisdiction over the party against which such determination is to be enforced. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 2.04 shall be borne equally shared by Parent Spinco and Weyerhaeuser in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submittedWeyerhaeuser. Other than the fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of Weyerhaeuser’s independent auditors shall be borne by Weyerhaeuser and the fees and disbursements of ParentSpinco’s independent auditors shall be borne by Parent.Spinco. Table of Contents

Objections; Resolution of Disputes. The Unless Buyer notifies Sellers in writing within thirty (30) days after Sellers' delivery of the Statement of any objection to any component of the computation of Closing Adjustment Statement shall become final and binding upon Shareholders' Equity set forth therein (the parties on the 30th day following delivery thereof, unless Weyerhaeuser gives written notice of its disagreement with the Closing Adjustment Statement (a “"Notice of Disagreement”) to Parent prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail Objection"), the nature of any disagreement so asserted, (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount not being calculated in accordance with Section 5.05 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in the Notice of Disagreement are consistent with the requirements of Section 5.05. If a Notice of Disagreement is received by Parent in a timely manner, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 30-day period following the delivery of a Notice of Disagreement, Weyerhaeuser and Parent shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-day period, Weyerhaeuser and Parent shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The dispute resolution by the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Weyerhaeuser and Parent shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submission. The determination of the Accounting Firm shall be final and binding on the partiesparties for purposes of this Agreement ("Final Statement"). During such thirty (30) day period Buyer and its representatives shall be permitted to review the working papers of Sellers relating to the Statement. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein. Sellers and Buyer acknowledge that (i) the purpose of the determination of Closing Shareholders' Equity is to adjust the Purchase Price so as to reflect any change in Shareholders' Equity from the Reference Date to the Closing Date, and judgment may (ii) such change can be entered measured only if the calculation is done using GAAP applied on a basis consistent with the Companies' accounting principles, practices, methodologies and policies used in the preparation of the Reference Statement and the PLUSA Balance Sheet, except as provided in Section 4.1 of the Disclosure Schedule. If Buyer provides the Notice of Objection to Sellers within such thirty (30) day period, Buyer and Sellers shall, during the thirty (30) day period following Sellers' receipt of the Notice of Objection, attempt in good faith to resolve Buyer's objections. During the thirty (30) day period, Sellers and their representatives shall be permitted to review the working papers of Buyer relating to the Notice of Objection and the basis therefor. If Buyer and Sellers are unable to resolve all such objections within such thirty (30) day period, the matters remaining in dispute shall be submitted to KPMG LLP (or, if such firm declines to act, to another internationally recognized public accounting firm mutually agreed upon by Buyer and Sellers and, if Buyer and Sellers are unable to so agree within ten (10) days after the end of such determination in any court having jurisdiction over thirty (30) day period, then Buyer, on the party against which one hand, and Sellers, on the other hand, shall each select such determination is a firm and such firms shall jointly select a third internationally recognized firm to be enforcedresolve the disputed matters (such determining firm being the "Independent Expert")). The cost parties shall instruct the Independent Expert to render its reasoned written decision as promptly as practicable but in no event later than sixty (60) days after its selection. The resolution of any arbitration (including disputed items by the Independent Expert shall be final and binding for purposes of this Agreement and shall be reflected in the Final Statement. The fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 Independent Expert shall be borne equally by Parent Buyer, on the one hand, and Weyerhaeuser in inverse proportion as they may prevail Sellers, on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the other hand. After final determination of the Accounting Firm is rendered on the merits Closing Shareholders' Equity, Buyer shall have no further right to make any claims with respect to adjustment of the matters submitted. Other than the fees and expenses referred to Purchase Price against any Seller in respect of any element of Closing Shareholders' Equity that Buyer raised, or could have raised, in the immediately preceding sentence, the fees and disbursements Notice of Weyerhaeuser’s independent auditors shall be borne by Weyerhaeuser and the fees and disbursements of Parent’s independent auditors shall be borne by ParentObjection.

Objections; Resolution of Disputes. The Closing Adjustment Statement Buyer shall become final and binding upon the parties on the 30th day following delivery thereof, unless Weyerhaeuser gives written notice have a period of thirty (30) days after its disagreement with receipt of the Closing Adjustment Date Inventory Statement (the “Review Period”) to review the same and to notify the Seller of any objection to the valuation of the Closing Date Inventory set forth therein, which notice shall specify in reasonable detail the basis for the objections set forth therein as well as the Buyer’s calculation of the value of the Closing Date Inventory (a “Notice of DisagreementObjection”) ). During the Review Period, the Buyer and its advisors shall have reasonable post-closing access to Parent prior to such date. Any Notice of Disagreement shall (i) specify the Seller’s and its internal accountants’ workpapers used in reasonable detail the nature of any disagreement so asserted, (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount not being calculated in accordance with Section 5.05 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in the Notice of Disagreement are consistent connection with the requirements Seller’s preparation of Section 5.05the Closing Date Inventory Statement. If Unless a Notice of Disagreement Objection is received by Parent the Seller within the Review Period, the valuation as set forth in the Closing Date Inventory Statement shall be final and binding, and the Buyer shall have no further right to make any claim against the Seller in respect of the Transferred Inventory. If the Buyer provides a timely mannerNotice of Objection to the Seller during the Review Period, then the Closing Adjustment Statement (as revised in accordance with this sentence) parties shall become final and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 30-day period following the delivery of a Notice of Disagreement, Weyerhaeuser and Parent shall seek negotiate in good faith in an effort to resolve the Buyer’s objections. If the parties are unable to resolve all such objections within thirty (30) days after the Seller receives the Buyer’s Notice of Objection, then either party may submit the matters remaining in writing any differences that they may have with respect dispute to the matters specified in the Notice New York office of Disagreement. At the end of such 30-day period, Weyerhaeuser and Parent shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The dispute resolution by the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte Xxxxx Xxxxxxx LLP (or an Affiliate thereof) or, if such firm is unwilling or unable or unwilling to actperform such services, such other nationally recognized to an independent public accounting firm as of recognized national or regional standing mutually acceptable to the Buyer and the Seller) (the “Independent Auditor”) for resolution. The resolution of disputed items by the Independent Auditor shall be agreed set forth in a written statement delivered to both parties and shall be conclusive and binding upon by the parties hereto in writing. Weyerhaeuser and Parent shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submissionparties. The determination of the Accounting Firm shall be final and binding on the parties, and judgment may be entered upon such determination in any court having jurisdiction over the party against which such determination is to be enforced. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 Independent Auditor shall be borne by Parent and Weyerhaeuser in inverse proportion as they may prevail on matters resolved paid (i) by the Accounting Firm, which proportionate allocations shall also be determined by Buyer if the Accounting Firm at the time the final determination of the Accounting Firm is rendered on the merits value of the matters submittedClosing Date Inventory by the Independent Auditor is at least 100% of the Seller’s determination of such value or (ii) by the Seller if the final determination of the value of the Closing Date Inventory by the Independent Auditor is less than 100% of the Seller’s determination of such value. Other than Payment of such fees shall be made within ten (10) days of determination by the fees Independent Auditor. The parties acknowledge and expenses referred to agree that KPMG LLP is not independent and the parties will not use KPMG as an Independent Auditor or as an expert or arbitrator in the immediately preceding sentence, event of a dispute between the fees and disbursements of Weyerhaeuser’s independent auditors shall be borne by Weyerhaeuser and the fees and disbursements of Parent’s independent auditors shall be borne by Parentparties under this Agreement.

Objections; Resolution of Disputes. The Closing Adjustment Statement shall become final and binding upon the parties hereto on the 30th 60th day following delivery thereof, unless Weyerhaeuser Parent gives written notice of its disagreement with the Closing Adjustment Statement to Purchaser prior to such date that (i) specifies in reasonable detail the nature and amount of each particular disagreement so asserted (including the basis on which such matters do not comply with the Adjustment Statement Principles, as applicable) and (ii) includes Parent’s calculation of the Cash Amount, the Indebtedness Amount, the Transaction Expense Amount or the Net Working Capital Amount, to the extent such amounts are being disputed, in each case, as of the Closing Date (a “Notice of Disagreement”) to Parent prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount not being calculated in accordance with Section 5.05 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in the Notice of Disagreement are consistent with the requirements of Section 5.05). If Parent delivers a Notice of Disagreement is received by Parent in a timely mannerto Purchaser within the 60-day period referred to above, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final and binding upon the parties hereto on the earlier of (ia) the date Weyerhaeuser Parent and Parent Purchaser resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (iib) the date any disputed matters are finally resolved in writing by the Accounting FirmFirm pursuant to this Section 3.04 and Section 3.06(c). Any item in the Closing Adjustment Statement that is not disputed in a Notice of Disagreement shall be final and binding on the parties hereto. During the 30-day period following the delivery of a Notice of Disagreement, Weyerhaeuser Parent and Parent Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-day period, Weyerhaeuser Parent and Parent Purchaser shall submit to an independent accounting firm (the “Accounting Firm”) Firm for arbitration expert determination any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The dispute resolution by the Accounting Firm shall act as an expert, and not as an arbitrator. The “Accounting Firm” shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other nationally internationally recognized independent public accounting firm as shall be reasonably agreed upon by the parties hereto in writing. Weyerhaeuser Parent and Parent Purchaser shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submission. The determination of the Accounting Firm shall be made in accordance with this Section 3.04 and Section 3.06(c) and shall be final and binding on the partiesparties hereto, absent fraud or manifest error, and judgment may be entered upon such determination in any court having jurisdiction over the party against which such determination is to be enforced. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 3.04 shall be borne by Purchaser and Parent and Weyerhaeuser in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined calculated by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. Other than the fees and expenses referred to in the immediately preceding sentence, the fees and disbursements expenses of Weyerhaeuser’s independent auditors Parent incurred in connection with this Section 3.04 (including with respect to accountants and attorneys) shall be borne by Weyerhaeuser Parent and the fees and disbursements expenses of Parent’s independent auditors Purchaser incurred in connection with this Section 3.04 (including with respect to accountants and attorneys) shall be borne by ParentPurchaser.

Objections; Resolution of Disputes. The Unless Buyer notifies Seller in writing within 45 days after Buyer's receipt of the Closing Adjustment Date Inventory Statement of any objection to the valuation of the Closing Date Inventory set forth therein (the "Notice of Objection"), such valuation shall become be final and binding upon binding. During such 45-day period, Buyer and its representatives shall be permitted to review the parties on the 30th day following delivery thereof, unless Weyerhaeuser gives written notice working papers of its disagreement with Seller and Seller's accountants relating to the Closing Adjustment Statement (a “Notice of Disagreement”) to Parent prior to such dateDate Inventory Statement. Any Notice of Disagreement Objection shall (i) specify in reasonable detail the nature basis for the objections set forth therein and shall include only objections based on (i) mathematical errors in the computation of any disagreement so asserted, the Closing Date Inventory or (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount Closing Date Inventory not being having been calculated in accordance with GAAP (other than as provided in the proviso in the first sentence of Section 5.05 and (iii2.5.1) be accompanied by a certificate it being the intent of an executive officer of Weyerhaeuser certifying the parties that the matters specified Closing Date Inventory Statement shall reflect the change in book value of the Inventory resulting only from the operation of the Business from the Statement Date (as defined in Section 3.4) to the Closing Date. If Buyer provides such Notice of Disagreement are consistent with Objection to Seller within such 45-day period, Buyer and Seller shall, during the requirements of Section 5.05. If a Notice of Disagreement is received by Parent in a timely manner, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 3045-day period following the Buyer's delivery of a such Notice of DisagreementObjection to Seller, Weyerhaeuser and Parent shall seek attempt in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of DisagreementBuyer's objections. At the end of During such 3045-day period, Weyerhaeuser Seller and Parent its representatives shall submit be permitted to an independent accounting firm (review the “Accounting Firm”) for arbitration any working papers of Buyer and all matters that remain in dispute and were properly included in Buyer's accountants relating to the Notice of DisagreementObjection and the basis therefor. The If Buyer and Seller are unable to resolve all such objections within such period, the matters remaining in dispute resolution by the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte LLP submitted to Ernst & Young (or an Affiliate thereof) or, if such firm is unable or unwilling declines to act, such other to another nationally recognized independent public accounting firm as shall be mutually agreed upon by Buyer and Seller and, if Buyer and Seller are unable to so agree within 10 days after the parties hereto in writing. Weyerhaeuser end of such 45-day period, then Buyer and Parent Seller shall use commercially reasonable efforts each select such a firm and such firms shall jointly select a third firm to cause resolve the Accounting Firm to render a decision in writing resolving disputed matters) (such determining firm being the matters submitted to the Accounting Firm within 30 days of receipt of the submission"Independent Auditor"). The determination resolution of disputed items by the Accounting Firm Independent Auditor shall be final and binding on the parties, and judgment may be entered upon such determination in any court having jurisdiction over the party against which such determination is to be enforcedbinding. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 Independent Auditor shall be borne equally by Parent Buyer and Weyerhaeuser in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the Seller. After final determination of the Accounting Firm is rendered on the merits Closing Date Inventory Statement, Buyer shall have no further right to make any claims against Seller in respect of any element of the matters submitted. Other than the fees and expenses referred to Closing Date Inventory that Buyer raised, or could have raised, in the immediately preceding sentence, the fees and disbursements Notice of Weyerhaeuser’s independent auditors shall be borne by Weyerhaeuser and the fees and disbursements of Parent’s independent auditors shall be borne by ParentObjection.

Objections; Resolution of Disputes. During the 30-day period following Seller’s receipt of the Statement, Seller and its independent auditor shall be permitted to review the working papers relating to the Statement. The Closing Adjustment Statement shall become final and binding upon the parties on the 30th day following delivery thereof, unless Weyerhaeuser Seller gives written notice of its disagreement with the Closing Adjustment Statement (a “Notice of Disagreement”) to Parent Purchaser on or prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, asserted and (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount Closing Working Capital not being calculated in accordance with this Section 5.05 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in the Notice of Disagreement are consistent with the requirements of Section 5.052.01. If a Notice of Disagreement is received by Parent Purchaser in a timely manner, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final and binding upon the parties Seller and Purchaser on the earlier of (iA) the date Weyerhaeuser Seller and Parent Purchaser resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (iiB) the date any disputed matters are finally resolved in writing by the Accounting FirmFirm (as defined below). During the 30-day period following the delivery of a Notice of Disagreement, Weyerhaeuser Seller and Parent Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-day period, Weyerhaeuser Seller and Parent Purchaser shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The dispute resolution by the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte PriceWaterhouseCoopers LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Weyerhaeuser Seller and Parent Purchaser shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submission. The determination of the Accounting Firm shall be final and binding on the parties, and judgment may be entered upon such the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 2.01(b) shall be borne by Parent Purchaser and Weyerhaeuser Seller in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. Other than the fees and expenses referred to in the immediately preceding sentence, the The fees and disbursements of WeyerhaeuserSeller’s and each Seller Subsidiary’s independent auditors incurred in connection with any review of the Statement and review of any Notice of Disagreement shall be borne by Weyerhaeuser Seller, and the fees and disbursements of ParentPurchaser’s independent auditors incurred in connection with any review of the Statement shall be borne by ParentPurchaser.

Objections; Resolution of Disputes. The (i) Unless Seller notifies Buyer in writing within 60 days (such 60-day period, as may be extended pursuant to the following sentence of this Section 2.05(b)(i), the “Objection Period”) after Xxxxx’s delivery of the Closing Adjustment Statement of any objection to the computation of the Upfront Purchase Price, or any component thereof, set forth therein (a “Notice of Objection”), the Closing Statement shall become final and binding upon the parties on the 30th day following parties. Following the delivery thereof, unless Weyerhaeuser gives written notice of its disagreement with the Closing Adjustment Statement until the final resolution of the calculation of the Upfront Purchase Price in accordance with this Section 2.05, Buyer shall permit Seller and its representatives to review the working papers of Buyer and its accountants relating to the Closing Statement and, at Seller’s request, shall provide Seller and its representatives (A) any information relating to the preparation of the Closing Statement reasonably requested and (B) reasonable access during normal business hours to the personnel, properties, books and records of and relating to the preparation of the Closing Statement (a “Notice including any taking and preparing of Disagreement”) physical counts of Inventory); provided, however, that if Buyer does not promptly provide Seller and its representatives with access to Parent prior any of the foregoing, then the Objection Period shall be deemed to be extended by the number of days between the date of Seller’s request for such dateinformation or access and the date that Buyer provides all of such requested information or access. Any Notice of Disagreement Objection shall (i) specify in reasonable detail the nature of any disagreement so asserted, basis for the objections set forth therein. (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount not being calculated in accordance with Section 5.05 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in If Seller provides the Notice of Disagreement are consistent with Objection to Buyer within the requirements of Section 5.05. If a Notice of Disagreement is received by Parent in a timely mannerObjection Period, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final Buyer and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During Seller shall, during the 30-day period following the delivery Xxxxx’s receipt of a Notice of Disagreement, Weyerhaeuser and Parent shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of Objection (such 30-day period, Weyerhaeuser and Parent shall submit to an independent accounting firm (the “Accounting FirmResolution Period”) for arbitration any ), attempt in good faith to resolve Seller’s objections. If Xxxxx and Seller are unable to resolve all such objections within the Resolution Period, the matters that remain remaining in dispute and were properly included in the Notice of Disagreement. The dispute resolution by the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be submitted to Deloitte LLP or one of its Affiliates (or an Affiliate thereof) or, if such firm declines or is unable or unwilling to 26 act, such other to another nationally recognized independent public accounting firm as shall be mutually agreed upon by Xxxxx and Seller (such agreed firm being the parties hereto “Independent Expert”)). The Independent Expert shall be engaged pursuant to an engagement letter among Buyer, Xxxxxx and the Independent Expert. The Independent Expert shall be instructed, pursuant to such engagement letter, to resolve only those matters set forth in writingthe Notice of Objection remaining in dispute (the “Disputed Items”) and not to otherwise investigate any matter independently. Weyerhaeuser and Parent shall use commercially reasonable efforts Without limiting the generality of the foregoing, the Independent Expert is not authorized or permitted to cause the Accounting Firm to render a decision in writing resolving the matters submitted make any determination as to the Accounting Firm within 30 days accuracy of receipt Section 3.06 or any other representation or warranty in this Agreement or as to compliance by Seller or any of its Affiliates with any of the submission. The determination of the Accounting Firm shall be final and binding on the parties, and judgment may be entered upon such determination covenants in any court having jurisdiction over the party against which such determination is to be enforced. The cost of any arbitration this Agreement (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to other than this Section 5.03 shall be borne by Parent and Weyerhaeuser in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. Other than the fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of Weyerhaeuser’s independent auditors shall be borne by Weyerhaeuser and the fees and disbursements of Parent’s independent auditors shall be borne by Parent.2.05

Objections; Resolution of Disputes. The Closing Adjustment Statement shall become final and binding upon the parties on the 30th day following delivery thereof, unless Weyerhaeuser Spinco gives written notice of its disagreement with the Closing Adjustment Statement (a “Notice of Disagreement”) to Parent Weyerhaeuser prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, and (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount Closing Working Capital not being calculated in accordance with this Section 5.05 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in the Notice of Disagreement are consistent with the requirements of Section 5.052.04. If a Notice of Disagreement is received by Parent Weyerhaeuser in a timely manner, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final and binding upon the parties Weyerhaeuser and Spinco on the earlier of (iA) the date Weyerhaeuser and Parent Spinco resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement Disagreement, and (iiB) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 30-day period following the delivery of a Notice of Disagreement, Weyerhaeuser and Parent Spinco shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-day period, Weyerhaeuser and Parent Spinco shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The dispute resolution by the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte & Touche LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Weyerhaeuser and Parent Spinco shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submission. The Judgment may be entered upon the determination of the Accounting Firm shall be final and binding on the parties, and judgment may be entered upon such determination in any court having jurisdiction over the party against which such determination is to be enforced. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 2.04 shall be borne equally shared by Parent Spinco and Weyerhaeuser in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submittedWeyerhaeuser. Other than the fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of Weyerhaeuser’s independent auditors shall be borne by Weyerhaeuser and the fees and disbursements of ParentSpinco’s independent auditors shall be borne by ParentSpinco.

Objections; Resolution of Disputes. The Closing Adjustment Statement shall become final and binding upon the parties Parties on the 30th thirtieth (30th) day following delivery thereof, unless Weyerhaeuser Purchaser gives written notice of its disagreement with the Closing Adjustment Statement (a “Notice of Disagreement”) to Parent Seller prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount not being calculated in accordance with Section 5.05 asserted and (iii) be accompanied by a certificate Purchaser’s calculation of an executive officer of Weyerhaeuser certifying that the matters specified in the Notice of Disagreement are consistent with the requirements of Section 5.05Closing Working Capital. If a Notice of Disagreement is received by Parent Seller in a timely manner, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final and binding upon the parties Parties on the earlier of (i) the date Weyerhaeuser Seller and Parent Purchaser resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 30-thirty- (30-) day period following the delivery of a Notice of Disagreement, Weyerhaeuser Seller and Parent Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-thirty- (30-) day period, Weyerhaeuser if the disagreement has not been resolved, Seller and Parent Purchaser shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration determination of any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The dispute resolution by the Accounting Firm shall be an arbitration expert determination under the Federal Arbitration Act and relevant Laws of the State of New YorkDelaware. The Accounting Firm shall be Deloitte PricewaterhouseCoopers LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties Parties hereto in writing. Weyerhaeuser Seller and Parent Purchaser shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 thirty (30) days of receipt of the submission. The Absent fraud, bad faith or manifest error, the determination of the Accounting Firm shall be final and binding on the parties, Parties and judgment may be entered upon such determination in any court having jurisdiction over the party Party against which such determination is to be enforced. The cost of any arbitration determination (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the partiesParties) pursuant to this Section 5.03 2.03 shall be borne by Parent Purchaser and Weyerhaeuser Seller in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. Other than the fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of WeyerhaeuserSeller’s independent auditors shall be borne by Weyerhaeuser Seller and the fees and disbursements of ParentPurchaser’s independent auditors shall be borne by ParentPurchaser.

Objections; Resolution of Disputes. The Closing Adjustment Date Statement shall become final and binding upon the parties on the 30th day following delivery thereof, unless Weyerhaeuser Seller gives written notice of its disagreement with the Closing Adjustment Date Statement (a “Notice of Disagreement”) to Parent Purchaser prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount Closing Net Working Capital not being calculated in accordance with this Section 5.05 2.03, and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser Seller certifying that the matters specified in the Notice of Disagreement are consistent with the requirements of Section 5.052.03(e). If a Notice of Disagreement is received by Parent Purchaser in a timely manner, then the Closing Adjustment Date Statement (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (iA) the date Weyerhaeuser Seller and Parent Purchaser resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (iiB) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 30-day period following the delivery of a Notice of Disagreement, Weyerhaeuser Seller and Parent Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-day period, Weyerhaeuser Seller and Parent Purchaser shall submit to an independent accounting firm (the “Accounting Firm”) Firm for arbitration any and all matters that remain in dispute and were properly included in the Notice of DisagreementDisagreement and each party’s work papers related thereto. The dispute resolution by the Accounting Firm shall be an arbitration under the Federal Arbitration Act Seller and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Weyerhaeuser and Parent Purchaser shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submission. Neither Seller nor Purchaser shall have any ex parte communications with the Accounting Firm without the prior written consent of the other party. The determination of the Accounting Firm shall be final and binding on the parties, parties and judgment may be entered upon such determination in any court having jurisdiction over the party against which such determination is to be enforced. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 5.03 2.03 shall be borne by Parent Purchaser and Weyerhaeuser Seller in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. Other than the fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of WeyerhaeuserSeller’s independent auditors shall be borne by Weyerhaeuser Seller and the fees and disbursements of ParentPurchaser’s independent auditors shall be borne by ParentPurchaser.