Common use of Objections; Resolution of Disputes Clause in Contracts

Objections; Resolution of Disputes. (i) Unless Seller notifies Purchaser in writing (A) within 30 days after Seller’s receipt of (I) the Final Closing Inventory Statement of any objection to the computation of Closing Inventory set forth therein, or (II) the Final Closing Trade Deduction Statement of any objection to the computation of Closing Trade Deductions set forth therein, or (B) within 15 days after Seller’s receipt of (I) a Quarterly Returns Statement of any objection to the computation of Quarterly Returns set forth therein, or (II) the Government Rebates Statement of any objection to the computation of the Seller Rebate Amount (in each case, as applicable, (x) a “Notice of Objection”, (y) such 30-day or 15-day period, the “Objection Period”), and (z) as the context so requires, the party sending the Notice of Objection, the “Objecting Party”, and the party receiving the Notice of Objection, the “Receiving Party”), the applicable Final Closing Statement shall become final and binding at the end of such Objection Period. During such Objection Period, the Objecting Party and its representatives shall be permitted to review the working papers of the Receiving Party relating to the applicable Final Closing Statement. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein and shall be executed by a duly authorized officer of the Objecting Party. (ii) If the Objecting Party provides the applicable Notice of Objection to the Receiving Party during the applicable Objection Period, Purchaser and Seller shall, during the 30-day period following the Receiving Party’s receipt of the Notice of Objection, attempt in good faith to resolve the Objecting Party’s objections. During such 30-day period, the Receiving Party and its representatives shall be permitted to review the working papers of the Objecting Party and its accountants relating to the Notice of Objection and the basis therefor. If Seller and Purchaser are unable to resolve all such objections with respect to the disputed matters within such 30 day period, the matters remaining in dispute shall be submitted to Ernst & Young (or, if such firm declines to act, to another nationally recognized public accounting firm mutually agreed upon by Purchaser and Seller and, if Purchaser and Seller are unable to so agree within 10 days after the end of such 30 day period, then Purchaser and Seller shall each select such a firm and such firms shall jointly select a third nationally recognized firm (such selected firm being the “Independent Expert”)) to resolve such disputed matters. (iii) Within 25 days of the submission of the dispute to the Independent Expert, Purchaser and Seller shall each provide the Independent Expert and each other with a written report detailing such party’s position with respect to the disputed matters. The parties shall instruct the Independent Expert to render its reasoned written decision as promptly as practicable but in no event later than 30 days after its engagement, and to render such decision based on the written submissions of the parties and the terms set forth in this Agreement and not upon independent review. The Independent Expert will determine each disputed matter (the amount of which may not be more favorable to the Receiving Party than the related amount reflected in the applicable Final Closing Statement or more favorable to the Objecting Party than the related amount set forth in the applicable Notice of Objection). The resolution of disputed items by the Independent Expert shall be final and binding, and the determination of the Independent Expert shall constitute an arbitral award that is final, binding and non-appealable and upon which a Judgment may be entered by a court having jurisdiction thereover. The fees and expenses of the Independent Expert shall be borne equally by Purchaser and Seller. After any Final Closing Statement shall have become final and binding, no party shall have any further rights to make any claims against the other party in respect of (i) any element that such party raised, or could have raised, in its Notice of Objection or (ii) any payment made hereunder with respect to the applicable Purchase Price adjustments under this Section 2.04.

Objections; Resolution of Disputes. (i) Unless Seller LivaNova notifies Purchaser in writing writing, within sixty (A60) within 30 calendar days after Seller’s receipt of (I) the Final Closing Inventory Statement of any objection to the computation of Closing Inventory set forth therein, or (II) the Final Closing Trade Deduction Statement of any objection to the computation of Closing Trade Deductions set forth therein, or (B) within 15 days after Seller’s receipt of (I) a Quarterly Returns Statement of any objection to the computation of Quarterly Returns set forth therein, or (II) the Government Rebates Statement of any objection to the computation of the Seller Rebate Amount (in each case, as applicable, (x) a “Notice of Objection”, (y) such 30-day or 1560-day period, the “Objection Period”) after the earlier of (x) LivaNova’s receipt of the Initial Closing Statement and (y) the expiration of the 90-day period contemplated by Section 2.04(a), of any objection to the computation of the Adjustment Amount set forth therein (or, if the Initial Closing Statement was not delivered in accordance with Section 2.04(a), any objection to the computation of the Estimated Adjustment Amount) (a “Notice of Objection”), the Initial Closing Statement (or the Estimate Report, as applicable) shall become final and binding. During the Objection Period and for purposes of LivaNova’s review of the Initial Closing Statement, if any, and preparation of any Notice of Objection, Purchaser shall permit LivaNova and its Representatives to review the working papers of Purchaser and its accountants relating to the Initial Closing Statement (subject to Section 5.03(a)) and, at LivaNova’s request, shall provide LivaNova and its Representatives (A) any information relating to the Business reasonably requested and (B) reasonable access during normal business hours to the books and records of and relating to the Business, provided, in each case of (A) and (B), that (1) the provision by Purchaser of such information and access shall be subject to Sellers and their respective affiliates executing customary hold harmless letters and non-disclosure agreements, and (z2) as Purchaser shall not be required to give access to any information subject to attorney-client or other legal privilege. Any Notice of Objection shall specify LivaNova’s determination of the context so requiresamount of any disputed item and the basis for the objections set forth therein in reasonable detail. (ii) If LivaNova provides the Notice of Objection in accordance with Section 2.04(b)(i) to Purchaser within the Objection Period, Purchaser and LivaNova shall, during the 30-day period following Purchaser’s receipt of the Notice of Objection (such 30-day period, the party sending “Resolution Period”), attempt in good faith to resolve LivaNova’s objections set forth in the Notice of Objection (and, with respect to any items not objected to in the Notice of Objection, the “Objecting Party”amount for such item in the Initial Closing Statement (or the Estimate Report, as applicable) shall be final, conclusive and binding upon, and non-appealable by, the party receiving parties hereto). All such discussions related to the Notice of ObjectionObjection shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rules, the “Receiving Party”), the applicable Final Closing Statement shall become final and binding at the end evidence of such Objection Perioddiscussions shall not be admissible in any future proceeding between the parties hereto. During such Objection the Resolution Period, the Objecting Party Purchaser and its representatives Representatives shall be permitted to review the working papers of the Receiving Party relating to the applicable Final Closing Statement. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein and shall be executed by a duly authorized officer of the Objecting Party. (ii) If the Objecting Party provides the applicable Notice of Objection to the Receiving Party during the applicable Objection Period, Purchaser and Seller shall, during the 30-day period following the Receiving Party’s receipt of the Notice of Objection, attempt in good faith to resolve the Objecting Party’s objections. During such 30-day period, the Receiving Party and its representatives shall be permitted to review the working papers of the Objecting Party LivaNova and its accountants relating to the Notice of Objection and the basis therefortherefor (subject to Section 5.03(a)). If Seller Purchaser and Purchaser LivaNova are unable to resolve all such objections with respect to within the disputed matters within Resolution Period (or such 30 day periodlonger period as Purchaser and LivaNova may mutually agree in writing), the matters remaining in dispute shall be submitted to Ernst & Young (Deloitte Touche Tohmatsu or one of its affiliates or, if such firm declines Deloitte Touche Tohmatsu and its affiliates are unable or unwilling to actserve, to another nationally internationally recognized public independent accounting firm mutually agreed upon by Purchaser and Seller and, if Purchaser and Seller are unable to so agree within 10 days after the end of such 30 day period, then Purchaser and Seller shall each select such a firm and such firms shall jointly select a third nationally recognized firm LivaNova in writing (such selected firm being the “Independent Expert”). Sellers and Purchaser shall exercise reasonable best efforts to ensure that the Independent Expert shall be engaged within twenty (20) calendar days following expiration of the Resolution Period pursuant to an engagement letter among Purchaser, LivaNova and the Independent Expert. The Independent Expert shall be instructed, pursuant to such engagement letter, to resolve such disputed matters. (iii) Within 25 days only those matters set forth in the Notice of Objection remaining in dispute based solely on the written submissions of the submission of the dispute parties and not to otherwise investigate any matter independently. Purchaser and LivaNova each agree to use commercially reasonable efforts to furnish to the Independent ExpertExpert access to such individuals and such information, Purchaser books and Seller shall each provide records as may be reasonably required by the Independent Expert and each other with a written report detailing such party’s position with respect to make its final determination; provided, that LivaNova may redact from Tax Returns information to the disputed mattersextent such information is not primarily related to the Business or the Transferred Subsidiaries. The parties Purchaser and LivaNova shall also instruct the Independent Expert to render its reasoned written decision as promptly as practicable but in no event later than 30 thirty (30) calendar days after its engagementfrom the date that information related to the unresolved objections was first presented to the Independent Expert by Purchaser and LivaNova. With respect to each disputed line item, and to render such decision based on the written submissions shall not be in excess of the parties and the terms set forth in this Agreement and not upon independent review. The Independent Expert will determine each disputed matter (the amount of which may not be more favorable to the Receiving Party higher, nor less than the related amount reflected lower, of the amounts advocated by Purchaser in the applicable Final Initial Closing Statement or more favorable to (or, if the Objecting Party than the related amount set forth Initial Closing Statement was not delivered in accordance with Section 2.04(a), in the applicable Estimate Report) or LivaNova in the Notice of Objection)Objection with respect to such disputed line item. The resolution of disputed items by the Independent Expert shall be final and bindingbinding on the parties, and the determination of the Independent Expert shall constitute an arbitral award that is final, binding and non-appealable and upon which a Judgment judgment may be entered by a court having jurisdiction thereover. The fees Each party will bear its own costs and expenses in connection with the resolution of such disputed items by the Independent Expert. After the final determination of the Independent Expert shall be borne equally by Adjustment Amount, Purchaser and Seller. After any Final Closing Statement shall have become final and binding, no party shall have any further rights right to make any claims against the other party LivaNova or any of its affiliates in respect of (i) any element that the Adjustment Amount to the extent such party raised, or could have raised, in its Notice of Objection or (ii) claim was previously satisfied with any payment made hereunder pursuant to or otherwise resolved in accordance with respect to the applicable Purchase Price adjustments under this Section 2.04.

Objections; Resolution of Disputes. (i) Unless Purchaser notifies Seller notifies Purchaser in writing (A) within 30 45 days after Seller’s receipt 's delivery of (I) the Final Closing Inventory Statement of any objection to the computation of Closing Inventory set forth therein, or therein (II) the Final Closing Trade Deduction Statement of any objection to the computation of Closing Trade Deductions set forth therein, or (B) within 15 days after Seller’s receipt of (I) a Quarterly Returns Statement of any objection to the computation of Quarterly Returns set forth therein, or (II) the Government Rebates Statement of any objection to the computation of the Seller Rebate Amount (in each case, as applicable, (x) a “"Notice of Objection”, (y) such 30-day or 15-day period, the “Objection Period”), and (z) as the context so requires, the party sending the Notice of Objection, the “Objecting Party”, and the party receiving the Notice of Objection, the “Receiving Party”"), the applicable Final Closing Statement shall become final and binding at the end of such Objection Periodbinding. During such Objection Period, the Objecting Party 45-day period Purchaser and its representatives shall be permitted to review the working papers and have access to the personnel of the Receiving Party Seller relating to the applicable Final Closing Statement. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein and therein. Any Notice of Objection shall be executed by a duly authorized officer include only objections based on (A) mathematical errors in the computation of Closing Inventory or (B) Closing Inventory not having been calculated in accordance with the consistent application of the Objecting Partysame accounting principles, practices, methodologies and policies used in the preparation of the Statement of Assets (including those set forth in Schedule 2.03). Seller and Purchaser acknowledge that (x) the sole purpose of the determination of Closing Inventory is to adjust the Closing Date Payment so as to reflect, based solely on the operation of the Businesses, the amount, if any, by which the book value of the Transferred Inventory as of the close of business on the Closing Date deviates from the Target Inventory and (y) such amount, if any, can be determined only if the calculation is done using the same accounting principles, practices, methodologies and policies (including those set forth in Schedule 2.03). (ii) If the Objecting Party Purchaser provides the applicable Notice of Objection to the Receiving Party during the applicable Objection PeriodSeller within such 45-day period, Purchaser and Seller shall, during the 30-day period following the Receiving Party’s Seller's receipt of the Notice of Objection, attempt in good faith to resolve the Objecting Party’s Purchaser's objections. During such 30-day period, the Receiving Party Seller and its representatives shall be permitted to review the working papers of the Objecting Party and its accountants Purchaser relating to the Notice of Objection and the basis therefor. If Purchaser and Seller and Purchaser are unable to resolve all such objections with respect to the disputed matters within such 30 30-day period, the matters remaining in dispute shall be submitted to Ernst & Young KPMG LLP (or, if such firm declines to act, to another nationally recognized public accounting firm mutually agreed upon by Purchaser and Seller and, if Purchaser and Seller are unable to so agree within 10 days after the end of such 30 30-day period, then Purchaser and Seller shall each select such a firm and such firms shall jointly select a third nationally recognized firm to resolve the disputed matters (such selected firm being the “"Independent Expert”")) to resolve such disputed matters. (iii) Within 25 days of the submission of the dispute to the Independent Expert, Purchaser and Seller shall each provide the Independent Expert and each other with a written report detailing such party’s position with respect to the disputed matters). The parties shall instruct the Independent Expert to render its reasoned written decision as promptly as practicable but in no event later than 30 60 days after its engagement, and to render such decision based on the written submissions of the parties and the terms set forth in this Agreement and not upon independent review. The Independent Expert will determine each disputed matter (the amount of which may not be more favorable to the Receiving Party than the related amount reflected in the applicable Final Closing Statement or more favorable to the Objecting Party than the related amount set forth in the applicable Notice of Objection)selection. The resolution of disputed items by the Independent Expert shall be final and binding, and the determination of the Independent Expert shall constitute an arbitral award that is final, binding and non-appealable and upon which a Judgment judgment may be entered by a court having jurisdiction thereover. The fees and expenses of the Independent Expert shall be borne equally by Purchaser and Seller. After any Final Closing the Statement shall have become final and binding, no party neither Purchaser nor Seller shall have any further rights right to make any claims against the other party in respect of (i) any element of Closing Inventory that such party Purchaser raised, or could have raised, in its the Notice of Objection or (ii) any payment made hereunder with respect pursuant to the applicable Purchase Price adjustments under this Section 2.042.03(c).

Objections; Resolution of Disputes. (i) Unless Seller LivaNova notifies Purchaser in writing writing, within sixty (A60) within 30 calendar days after Seller’s receipt of (I) the Final Closing Inventory Statement of any objection to the computation of Closing Inventory set forth therein, or (II) the Final Closing Trade Deduction Statement of any objection to the computation of Closing Trade Deductions set forth therein, or (B) within 15 days after Seller’s receipt of (I) a Quarterly Returns Statement of any objection to the computation of Quarterly Returns set forth therein, or (II) the Government Rebates Statement of any objection to the computation of the Seller Rebate Amount (in each case, as applicable, (x) a “Notice of Objection”, (y) such 30-day or 1560-day period, the “Objection Period”) after the earlier of (x) XxxxXxxx’s receipt of the Initial Closing Statement and (y) the expiration of the 90-day period contemplated by Section 2.04(a), of any objection to the computation of the Adjustment Amount set forth therein (or, if the Initial Closing Statement was not delivered in accordance with Section 2.04(a), any objection to the computation of the Estimated Adjustment Amount) (a “Notice of Objection”), the Initial Closing Statement (or the Estimate Report, as applicable) shall become final and binding. During the Objection Period and for purposes of XxxxXxxx’s review of the Initial Closing Statement, if any, and preparation of any Notice of Objection, Purchaser shall permit XxxxXxxx and its Representatives to review the working papers of Purchaser and its accountants relating to the Initial Closing Statement (subject to Section 5.03(a)) and, at LivaNova’s request, shall provide LivaNova and its Representatives (A) any information relating to the Business reasonably requested and (B) reasonable access during normal business hours to the books and records of and relating to the Business, provided, in each case of (A) and (B), that (1) the provision by Purchaser of such information and access shall be subject to Sellers and their respective affiliates executing customary hold harmless letters and non-disclosure agreements, and (z2) as Purchaser shall not be required to give access to any information subject to attorney-client or other legal privilege. Any Notice of Objection shall specify XxxxXxxx’s determination of the context so requiresamount of any disputed item and the basis for the objections set forth therein in reasonable detail. (ii) If XxxxXxxx provides the Notice of Objection in accordance with Section 2.04(b)(i) to Purchaser within the Objection Period, Purchaser and LivaNova shall, during the 30-day period following Purchaser’s receipt of the Notice of Objection (such 30-day period, the party sending “Resolution Period”), attempt in good faith to resolve XxxxXxxx’s objections set forth in the Notice of Objection (and, with respect to any items not objected to in the Notice of Objection, the “Objecting Party”amount for such item in the Initial Closing Statement (or the Estimate Report, as applicable) shall be final, conclusive and binding upon, and non-appealable by, the party receiving parties hereto). All such discussions related to the Notice of ObjectionObjection shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rules, the “Receiving Party”), the applicable Final Closing Statement shall become final and binding at the end evidence of such Objection Perioddiscussions shall not be admissible in any future proceeding between the parties hereto. During such Objection the Resolution Period, the Objecting Party Purchaser and its representatives Representatives shall be permitted to review the working papers of the Receiving Party relating to the applicable Final Closing Statement. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein and shall be executed by a duly authorized officer of the Objecting Party. (ii) If the Objecting Party provides the applicable Notice of Objection to the Receiving Party during the applicable Objection Period, Purchaser and Seller shall, during the 30-day period following the Receiving Party’s receipt of the Notice of Objection, attempt in good faith to resolve the Objecting Party’s objections. During such 30-day period, the Receiving Party and its representatives shall be permitted to review the working papers of the Objecting Party XxxxXxxx and its accountants relating to the Notice of Objection and the basis therefortherefor (subject to Section 5.03(a)). If Seller Purchaser and Purchaser XxxxXxxx are unable to resolve all such objections with respect to within the disputed matters within Resolution Period (or such 30 day periodlonger period as Purchaser and LivaNova may mutually agree in writing), the matters remaining in dispute shall be submitted to Ernst & Young (Deloitte Touche Tohmatsu or one of its affiliates or, if such firm declines Deloitte Touche Tohmatsu and its affiliates are unable or unwilling to actserve, to another nationally internationally recognized public independent accounting firm mutually agreed upon by Purchaser and Seller and, if Purchaser and Seller are unable to so agree within 10 days after the end of such 30 day period, then Purchaser and Seller shall each select such a firm and such firms shall jointly select a third nationally recognized firm LivaNova in writing (such selected firm being the “Independent Expert”). Sellers and Purchaser shall exercise reasonable best efforts to ensure that the Independent Expert shall be engaged within twenty (20) calendar days following expiration of the Resolution Period pursuant to an engagement letter among Purchaser, XxxxXxxx and the Independent Expert. The Independent Expert shall be instructed, pursuant to such engagement letter, to resolve such disputed matters. (iii) Within 25 days only those matters set forth in the Notice of Objection remaining in dispute based solely on the written submissions of the submission of the dispute parties and not to otherwise investigate any matter independently. Purchaser and XxxxXxxx each agree to use commercially reasonable efforts to furnish to the Independent ExpertExpert access to such individuals and such information, Purchaser books and Seller shall each provide records as may be reasonably required by the Independent Expert and each other with a written report detailing such party’s position with respect to make its final determination; provided, that XxxxXxxx may redact from Tax Returns information to the disputed mattersextent such information is not primarily related to the Business or the Transferred Subsidiaries. The parties Purchaser and XxxxXxxx shall also instruct the Independent Expert to render its reasoned written decision as promptly as practicable but in no event later than 30 thirty (30) calendar days after its engagementfrom the date that information related to the unresolved objections was first presented to the Independent Expert by Xxxxxxxxx and XxxxXxxx. With respect to each disputed line item, and to render such decision based on the written submissions shall not be in excess of the parties and the terms set forth in this Agreement and not upon independent review. The Independent Expert will determine each disputed matter (the amount of which may not be more favorable to the Receiving Party higher, nor less than the related amount reflected lower, of the amounts advocated by Purchaser in the applicable Final Initial Closing Statement or more favorable to (or, if the Objecting Party than the related amount set forth Initial Closing Statement was not delivered in accordance with Section 2.04(a), in the applicable Estimate Report) or LivaNova in the Notice of Objection)Objection with respect to such disputed line item. The resolution of disputed items by the Independent Expert shall be final and bindingbinding on the parties, and the determination of the Independent Expert shall constitute an arbitral award that is final, binding and non-appealable and upon which a Judgment judgment may be entered by a court having jurisdiction thereover. The fees Each party will bear its own costs and expenses in connection with the resolution of such disputed items by the Independent Expert. After the final determination of the Independent Expert shall be borne equally by Adjustment Amount, Purchaser and Seller. After any Final Closing Statement shall have become final and binding, no party shall have any further rights right to make any claims against the other party XxxxXxxx or any of its affiliates in respect of (i) any element that the Adjustment Amount to the extent such party raised, or could have raised, in its Notice of Objection or (ii) claim was previously satisfied with any payment made hereunder pursuant to or otherwise resolved in accordance with respect to the applicable Purchase Price adjustments under this Section 2.04.

Objections; Resolution of Disputes. (i) Unless Seller notifies Purchaser Buyer in writing within 60 days (A) within 30 days after Seller’s receipt of (I) the Final Closing Inventory Statement of any objection such 60-day period, as may be extended pursuant to the computation following sentence of this Section 2.05(b)(i), the “Objection Period”) after Xxxxx’s delivery of the Closing Inventory set forth therein, or (II) the Final Closing Trade Deduction Statement of any objection to the computation of Closing Trade Deductions set forth therein, or (B) within 15 days after Seller’s receipt of (I) a Quarterly Returns Statement of any objection to the computation of Quarterly Returns set forth therein, or (II) the Government Rebates Statement of any objection to the computation of the Seller Rebate Amount Upfront Purchase Price, or any component thereof, set forth therein (in each case, as applicable, (x) a “Notice of Objection”, (y) such 30-day or 15-day period, the “Objection Period”), and (z) as the context so requires, the party sending the Notice of Objection, the “Objecting Party”, and the party receiving the Notice of Objection, the “Receiving Party”), the applicable Final Closing Statement shall become final and binding at on the end parties. Following the delivery of such Objection Period. During such Objection Periodthe Closing Statement until the final resolution of the calculation of the Upfront Purchase Price in accordance with this Section 2.05, the Objecting Party Buyer shall permit Seller and its representatives shall be permitted to review the working papers of the Receiving Party Buyer and its accountants relating to the applicable Final Closing StatementStatement 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 (including any taking and preparing of physical counts of Inventory); provided, however, that if Buyer does not promptly provide Seller and its representatives with access to 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 information or access and the date that Buyer provides all of such requested information or access. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein and shall be executed by a duly authorized officer of the Objecting Party. therein. (ii) If the Objecting Party Seller provides the applicable Notice of Objection to Buyer within the Receiving Party during the applicable Objection Period, Purchaser Buyer and Seller shall, during the 30-day period following the Receiving PartyXxxxx’s receipt of the Notice of ObjectionObjection (such 30-day period, the “Resolution Period”), attempt in good faith to resolve the Objecting PartySeller’s objections. During such 30-day period, the Receiving Party If Xxxxx and its representatives shall be permitted to review the working papers of the Objecting Party and its accountants relating to the Notice of Objection and the basis therefor. If Seller and Purchaser are unable to resolve all such objections with respect to within the disputed matters within such 30 day periodResolution Period, the matters remaining in dispute shall be submitted to Ernst & Young Deloitte LLP or one of its Affiliates (or, if such firm declines or is unable to 26 act, to another nationally recognized public independent accounting firm mutually agreed upon by Purchaser Xxxxx and Seller and, if Purchaser and Seller are unable to so agree within 10 days after the end of such 30 day period, then Purchaser and Seller shall each select such a firm and such firms shall jointly select a third nationally recognized firm (such selected agreed firm being the “Independent Expert”)) to resolve such disputed matters. (iii) Within 25 days of the submission of the dispute to the Independent Expert, Purchaser and Seller shall each provide the Independent Expert and each other with a written report detailing such party’s position with respect to the disputed matters. The parties shall instruct the Independent Expert to render its reasoned written decision as promptly as practicable but in no event later than 30 days after its engagement, and to render such decision based on the written submissions of the parties and the terms set forth in this Agreement and not upon independent review). The Independent Expert will determine each disputed matter (shall be engaged pursuant to an engagement letter among Buyer, Xxxxxx and the amount of which may not Independent Expert. The Independent Expert shall be more favorable instructed, pursuant to the Receiving Party than the related amount reflected in the applicable Final Closing Statement or more favorable such engagement letter, to the Objecting Party than the related amount resolve only those matters set forth in the applicable Notice of Objection)Objection remaining in dispute (the “Disputed Items”) and not to otherwise investigate any matter independently. The resolution Without limiting the generality of disputed items by the foregoing, the Independent Expert shall be final and binding, and the determination of the Independent Expert shall constitute an arbitral award that is final, binding and non-appealable and upon which a Judgment may be entered by a court having jurisdiction thereover. The fees and expenses of the Independent Expert shall be borne equally by Purchaser and Seller. After any Final Closing Statement shall have become final and binding, no party shall have any further rights not authorized or permitted to make any claims against the other party in respect of (i) any element that such party raised, or could have raised, in its Notice of Objection or (ii) any payment made hereunder with respect determination as to the applicable Purchase Price adjustments under accuracy of 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 covenants in this Agreement (other than this Section 2.04.2.05

Objections; Resolution of Disputes. (i) Unless Seller notifies Purchaser in writing (A) within 30 45 days after Seller’s receipt of (I) the Final Closing Inventory Earn-Out Statement of any objection to the computation of Closing Inventory such preceding Fiscal Year’s Net Profits and Earn-Out Amount set forth therein, or therein (II) the Final Closing Trade Deduction Statement of any objection to the computation of Closing Trade Deductions set forth therein, or (B) within 15 days after Seller’s receipt of (I) a Quarterly Returns Statement of any objection to the computation of Quarterly Returns set forth therein, or (II) the Government Rebates Statement of any objection to the computation of the Seller Rebate Amount (in each case, as applicable, (x) a “Earn-Out Notice of Objection”, (y) such 30-day or 15-day period, the “Objection Period”), and (z) as the context so requires, the party sending the Notice of Objection, the “Objecting Party”, and the party receiving the Notice of Objection, the “Receiving Party”), the applicable Final Closing such Earn-Out Statement shall become final and binding at the end of such Objection Period45-day period. During such Objection Period45-day period, the Objecting Party Seller and its representatives shall be permitted to review the working papers (and other applicable books and records) of Purchaser and, to the Receiving Party extent applicable, its subsidiaries, in each case, relating to the applicable Final Closing StatementEarn-Out Statement (and the components thereof). Any Earn-Out Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein and shall be executed by a duly authorized officer of the Objecting PartySeller. (ii) If the Objecting Party Seller provides the applicable Earn-Out Notice of Objection to the Receiving Party during the applicable Objection PeriodPurchaser within such 45-day period, Seller and Purchaser and Seller shall, during the 30-day period following the Receiving PartyPurchaser’s receipt of the Earn-Out Notice of Objection, attempt in good faith to resolve the Objecting PartySeller’s objections. During such 30-day period, the Receiving Party Purchaser and its representatives shall be permitted to review the working papers (and other applicable books and records) of the Objecting Party and its accountants Seller relating to the Earn-Out Notice of Objection and the basis therefor. If Purchaser and Seller and Purchaser are unable to resolve all such objections with respect to the disputed matters within such 30 30-day period, the matters remaining in dispute shall be submitted to Ernst & Young (or, if such firm declines to act, to another nationally recognized public accounting firm mutually agreed upon by Purchaser and Seller and, if Purchaser and Seller are unable to so agree within 10 days after the end of such 30 day period, then Purchaser and Seller shall each select such a firm and such firms shall jointly select a third nationally recognized firm (such selected firm being the “Independent Expert”)) Expert to resolve such disputed matters. (iii) Within 25 30 days of the submission of the dispute to the Independent Expert, Purchaser and Seller shall each provide the Independent Expert and each other with a written report detailing such party’s position with respect to the disputed matters. The parties shall instruct the Independent Expert to render its reasoned written decision as promptly as practicable but in no event later than 30 days after its engagement, and to render such decision based on the written submissions of the parties and the terms set forth in this Agreement and not upon independent review. The Independent Expert will determine each disputed matter (the amount of which may not be more favorable to the Receiving Party Seller than the related amount reflected in the applicable Final Closing Statement such Earn-Out Notice of Objection or more favorable to the Objecting Party Purchaser than the related amount set forth in the applicable Notice of Objectionsuch Earn-Out Statement). The With respect to such Fiscal Year and its corresponding Earn-Out Payment (if any), the resolution of disputed items by the Independent Expert for such Fiscal Year shall be final and binding, and the determination of the Independent Expert shall constitute an arbitral award that is final, binding and non-appealable and upon which a Judgment may be entered by a court having jurisdiction thereover. The fees and expenses of the Independent Expert shall be borne equally by Purchaser and Seller. After the Earn-Out Statement for any Final Closing Statement individual Fiscal Year shall have become final and binding, no party Seller shall have any no further rights right to make any claims against the other party Purchaser in respect of (i) any element that of such party raised, Earn-Out Payment or could have raised, in its Notice payment of Objection or such Earn-Out Payment (ii) any payment made hereunder with respect to the applicable Purchase Price adjustments under this Section 2.04if any).