Common use of Objections; Resolutions, Disputes Clause in Contracts

Objections; Resolutions, Disputes. (1) Unless Buyer notifies Seller in writing within thirty (30) days after Seller’s delivery of the Statement of any objection to any component of the computation of the Closing Reference Net Assets set forth therein (the “Notice of Objection”), such computation shall be final and binding. During such 30-day period, Buyer and its representatives shall be permitted to review during normal business hours, as they shall reasonably request, the books, records and working papers of Seller relating to the Statement. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein. The Parties acknowledge that (A) the purpose of the determination of the Closing Reference Net Assets is to adjust the Purchase Price so as to reflect the change in Reference Net Assets from December 31, 2005 to the Closing Date; and (B) such change is to be measured on a totally consistent basis so that the calculation is to be done using the same accounting principles, practices, methodologies and policies used by Seller in the preparation of the Reference Net Assets. (2) If Buyer provides the Notice of Objection to Seller within such 30-day period, Seller and Buyer shall, during the 30-day period following Seller’s receipt of the Notice of Objection, attempt in good faith to resolve Buyer’s objections. During the 30-day period following Seller’s receipt of the Notice of Objection, Seller and its representatives shall be permitted to review during normal business hours, as they shall reasonably request, the working papers of Buyer relating to the Notice of Objection and the basis therefor. If Seller and Buyer are unable to resolve all such objections within such 30-day period, the matters remaining in dispute shall be submitted to Deloitte & Touche, LLP or an internationally recognized public accounting firm mutually agreed upon by Seller and Buyer (or, if Seller and Buyer are unable to so agree within 10 days after the end of such 30-day period or the firm so selected declines to act, then Seller and Buyer shall each select an internationally recognized public accounting firm and such firms shall jointly select a third internationally recognized public accounting firm to resolve the disputed matters (such determining firm being the “Independent Expert”)). Seller and Buyer shall instruct the Independent Expert to render its written decision as promptly as practicable but in no event later than 30 days after its selection. The resolution of the disputed matters 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 fifty percent (50%) by Seller and fifty percent (50%)

Objections; Resolutions, Disputes. (1) Unless Seller notifies the Buyer notifies Seller in writing within thirty (30) 45 days after SellerBuyer’s delivery of the Statement of any objection to any component of the computation of the Closing Reference Net Assets set forth therein (the “Notice of Objection”), such computation shall be final and binding. During such 3045-day period, Buyer the Seller and its representatives shall be permitted to review during normal business hours, hours as they shall reasonably request, request the books, records and working papers of Seller Buyer and the Subsidiaries relating to the Statement. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein. The Parties acknowledge that (Ai) the purpose of the determination of the Closing Reference Net Assets is to adjust the Purchase Price so as to reflect the change in Reference Net Assets from December 31July 2, 2005 2006 to the Closing Date; Date and (Bii) such change is to be measured on a totally consistent basis so that the calculation is to be done using the same accounting principles, practices, methodologies and policies used by Seller in the preparation of the Reference Net AssetsStatement, except as provided in Schedule 1.4(a). (2) If Buyer the Seller provides the Notice of Objection to Seller Buyer within such 3045-day period, Buyer and Seller and Buyer shall, during the 30-day period following Seller’s receipt of the Notice of Objection, attempt in good faith to resolve Buyerthe Seller’s objections. During the 30-day period following SellerBuyer’s receipt of the Notice of Objection, Seller Buyer and its representatives shall be permitted to review during normal business hours, hours as they shall reasonably request, request the working papers of Buyer the Seller relating to the Notice of Objection and the basis therefortherefore. If Buyer and Seller and Buyer are unable to resolve all such objections within such 30-day period, the matters remaining in dispute shall be submitted to Deloitte & Touche, LLP or an internationally recognized public accounting firm mutually agreed upon by Buyer and Seller and Buyer (or, if Buyer and Seller and Buyer are unable to so agree within 10 days after the end of such 30-day period or the firm so selected declines to act, then Buyer and Seller and Buyer shall each select an internationally recognized public accounting firm and such firms shall jointly select a third internationally recognized public accounting firm to resolve the disputed matters (such determining firm being the “Independent Expert”)). Buyer and Seller and Buyer shall jointly instruct the Independent Expert to render its reasoned written decision as promptly as practicable but in no event later than 30 days after its selection. The resolution of the disputed matters 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 fifty percent (50%) % by Buyer and 50% by Seller. After final determination of the Closing Net Assets, neither Buyer nor Seller and fifty percent (50%)shall have any further right to make any claims against each other in respect of any post-Closing Purchase Price adjustments hereunder.

Objections; Resolutions, Disputes. (1) Unless Buyer the Purchaser notifies Seller in writing within thirty (30) days after Seller’s delivery of the Statement of any objection to any component of the computation of the Closing Reference Net Assets Purchase Price set forth therein (the “Notice of Objection”), such computation shall be final and binding. During such thirty (30-) day period, Buyer Purchaser and its representatives shall be permitted to review during normal business hours, hours as they shall reasonably request, request the books, records and working papers of Seller relating to the Statement. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein. The Parties acknowledge that (A) the purpose of the determination of the Closing Reference Net Assets is to adjust the Purchase Price so as to reflect the change in Reference Net Assets from December 31, 2005 to the Closing Date; and (B) such change is to be measured on a totally consistent basis so that the calculation is to be done using the same accounting principles, practices, methodologies and policies used by Seller in the preparation of the Reference Net Assets. (2) If Buyer the Purchaser provides the Notice of Objection to Seller within such thirty (30-) day period, Purchaser and Seller and Buyer shall, during the thirty (30-) day period following Seller’s receipt of the Notice of Objection, attempt in good faith to resolve Buyerthe Purchaser’s objections. During the thirty (30-) day period following Seller’s receipt of the Notice of Objection, Seller and its representatives shall be permitted to review during normal business hours, hours as they shall reasonably request, request the working papers of Buyer Purchaser relating to the Notice of Objection and the basis therefortherefore. If Purchaser and Seller and Buyer are unable to resolve all such objections within such thirty (30-) day period, the matters remaining in dispute shall be submitted to Deloitte & Touche, LLP or an internationally recognized public accounting firm mutually agreed upon by Purchaser and Seller and Buyer (or, if Purchaser and Seller and Buyer are unable to so agree within 10 ten (10) days after the end of such thirty (30-) day period or the firm so selected declines to act, then Purchaser and Seller and Buyer shall each select an internationally recognized public accounting firm and such firms shall jointly select a third internationally recognized public accounting firm to resolve the disputed matters (such determining firm being the “Independent Expert”)). Purchaser and Seller and Buyer shall instruct the Independent Expert to render its reasoned written decision as promptly as practicable but in no event later than 30 thirty (30) days after its selection. The resolution of the disputed matters 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 fifty percent (50%) by Seller Purchaser and fifty percent (50%)) by Seller. After final determination of the disputed items, neither Purchaser nor Seller shall have any further right to make any claims against each other in respect of the computation of the Purchase Price. 3) Within ten (10) days of final determination of the Purchase Price, (i) if the Purchase Price exceeds the Estimated Purchase Price, then Purchaser shall immediately pay such excess, together with interest thereon from the Closing Date to the date of payment to Seller at the Prime Rate as in effect and announced by PNC Bank, National Association from time to time, in cash to Seller by wire transfer to such account or accounts as the Seller shall direct by prior written instructions to Purchaser, or (ii) if the Estimated Purchase Price exceeds the Purchase Price, then Seller shall pay such excess together with interest thereon from the Closing Date to the date of payment to Purchaser at the Prime Rate as in effect and announced by PNC Bank, National Association from time to time, to Purchaser in cash by wire transfer to such account or accounts as Purchaser shall direct by prior written instructions to Seller.