Common use of Post-Closing Purchase Price Determination Clause in Contracts

Post-Closing Purchase Price Determination. (a) After Closing, Buyer shall prepare and, within ninety (90) days after Closing, Buyer shall deliver to the Contributors Representative, a statement setting forth Buyer’s determination of (i) Closing Date Working Capital, (ii) Closing Date Cash, (iii) Closing Date Debt and (iv) the Transaction Costs (the “Purchase Price Adjustment Statement”). (b) If the Contributors Representative disagrees with the Purchase Price Adjustment Statement, the Contributors Representative shall notify Buyer in writing of such disagreement within thirty (30) days after delivery of the Purchase Price Adjustment Statement, which notice shall describe in reasonable detail the nature of such disagreement, including the specific items involved, the dollar amounts thereof and the calculations associated with the disputed items (a “Purchase Price Dispute Notice”). Any component of Buyer’s Purchase Price Adjustment Statement that is not the subject of an objection by the Contributors Representative shall be final and binding on the Parties and deemed to be part of the Final Purchase Price Adjustment Statement. If the Contributors Representative does not deliver a Purchase Price Dispute Notice within such thirty (30)-day period, or if the Contributors Representative otherwise earlier notifies Buyer in writing that the Contributors Representative has no disputes or objections to the Purchase Price Adjustment Statement, the Purchase Price Adjustment Statement, as delivered by Buyer to the Contributors Representative, shall be the Final Purchase Price Adjustment Statement. If the Contributors Representative does deliver a Purchase Price Dispute Notice within such thirty (30)-day period (the aggregate amount in dispute as set forth in the Purchase Price Dispute Notice, the “Disputed Amounts”), then the Disputed Amounts shall be resolved pursuant to Section 1.6(c). (c) Buyer and the Contributors Representative shall negotiate in good faith to resolve any Disputed Amounts and, if the Parties are able to resolve some or all Disputed Amounts (the Disputed Amounts so resolved during such period, the “Resolved Items”), such Resolved Items will be final, conclusive and binding on the Parties and the Purchase Price Adjustment Statement shall be modified to reflect such resolution of the Resolved Items (and for the avoidance of doubt, if all prior Disputed Amounts have been so resolved, then such modified Purchase Price Adjustment Statement shall be the Final Purchase Price Adjustment Statement). If Buyer and the Contributors Representative are unable to resolve all Disputed Amounts within twenty (20) days after delivery of the Contributors Representative’s Purchase Price Dispute Notice, then the unresolved Disputed Amounts shall be referred for final determination to an independent accounting firm mutually agreeable to all Parties (such firm, or another firm appointed pursuant to this Section 1.6, the “Accounting Arbitrator”), within fifteen (15) days after the end of such twenty (20)-day period. If such independent accounting firm has any material relationship with Xxxxx, the Contributors or any of their respective Affiliates, or is otherwise unwilling or unable to serve, Buyer and the Contributors Representative shall jointly appoint as the Accounting Arbitrator a different nationally recognized firm of independent certified public accountants, which does not have any material relationship with Buyer, the Contributors Representative or any of their respective Affiliates. If Xxxxx and the Contributors Representative are unable to agree upon an alternative Accounting Arbitrator within such fifteen (15)-day period, then the Accounting Arbitrator shall be an accounting firm of national standing designated by the American Arbitration Association (which does not have any material relationship with Buyer, the Contributors Representative or any of their respective Affiliates). The Contributors Representative and Xxxxx shall execute any agreement reasonably required by the Accounting Arbitrator for its engagement hereunder. The Accounting Arbitrator shall consider only those Disputed Amounts which Buyer and the Contributors Representative have been unable to resolve. The Accounting Arbitrator will act as an arbitrator (not an expert) and may select as a resolution the position of either Buyer or the Contributors Representative for each Disputed Amount (based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review) or may impose an alternative resolution which cannot be higher than the highest value or lower than the lowest value presented by each Party for a disputed amount. The Accounting Arbitrator shall deliver to Buyer and the Contributors Representative, as promptly as practicable, and in any event within forty-five (45) days after its appointment, a written report setting forth the resolution of such Disputed Amounts. Such report shall be final and binding upon the Parties, and the determination of the Accounting Arbitrator 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 over the Party against which such determination is to be enforced. In selecting such resolution, the Accounting Arbitrator shall rely solely on the terms of this Agreement and on written submissions and supporting material provided by Xxxxx and the Contributors Representative, and at the Accounting Arbitrator’s election, pursuant to responses provided by Xxxxx and the Contributors Representative to inquiries posed by the Accounting Arbitrator’s review of the foregoing, but not pursuant to an independent review. Upon the decision of the Accounting Arbitrator, the Purchase Price Adjustment Statement, as adjusted to the extent necessary to reflect the Accounting Arbitrator’s decision (and as otherwise adjusted in accordance with this Article I), shall be the Final Purchase Price Adjustment Statement. The fees, costs and expenses of the Accounting Arbitrator shall be allocated to and borne by Xxxxx, on the one hand, and Contributors, on the other hand, based on the inverse of the percentage that the Accounting Arbitrator’s determination (before such allocation) bears to the Disputed Amount as originally submitted to the Accounting Arbitrator. For example, should the items in dispute total in amount to $1,000 and the Accounting Arbitrator awards $600 in favor of the Contributors Representative’s position, 60% of the costs of its review would be borne by Xxxxx and 40% of the costs would be borne by Contributors. (d) Following the delivery of the Purchase Price Adjustment Statement, Buyer shall cause the Company to permit the Contributors Representative and its counsel, accountants and other advisors reasonable access (during normal business hours, with the right to make copies) to the financial and other relevant books and records of the Company (including the accounting working papers in the Company’s possession; provided that the party requesting work papers has executed and delivered any non-reliance, release or other agreements customarily required by the accounting firm that prepared such work papers) used in preparing the Closing Date Statement or the Purchase Price Adjustment Statement, and cause the personnel of the Company to cooperate with the Contributors Representative and its representatives to the extent reasonably required (including by making personnel and its and their relevant representatives available to Contributors Representative and its representatives), in each case for the purposes of the reasonable review and objection right and dispute and allocation process contemplated in this Section 1.6 and at the Contributors’ expense.

Post-Closing Purchase Price Determination. (a) After ClosingAs soon as practicable, Buyer shall prepare and, within but in no event later than ninety (90) days after Closingthe Closing Date, Buyer shall prepare and deliver to Parent the Contributors Representativefollowing (collectively, the "Preliminary Adjustment Statement"): (i) an unaudited balance sheet of the Analytical Technologies Business as of the Effective Time (the "Preliminary Closing Balance Sheet"), prepared by Buyer in accordance with the Closing Balance Sheet Principles; and (ii) a statement setting forth Buyer’s determination reasonably detailed calculations by Buyer of (i) Closing Date the Net Working Capital, (ii) the Cash Amount, and the Indebtedness Amount, in each case as of the Effective Time based on the Preliminary Closing Date Cash, (iii) Closing Date Debt and (iv) the Transaction Costs Balance Sheet (the “Purchase Price "Closing Adjustment Statement”)Amounts") and prepared on a basis consistent with the Closing Balance Sheet Principles. (b) If the Contributors Representative Parent disagrees with Buyer's calculation of the Purchase Price Closing Adjustment StatementAmounts, the Contributors Representative Parent shall notify Buyer promptly, but in writing of such disagreement within thirty no event later than forty-five (3045) days after receiving the Preliminary Adjustment Statement (the "Review Period") deliver to Buyer written notice describing in reasonable detail its dispute by specifying those items or amounts as to which Parent disagrees, together with Parent's determination of such disputed items and amounts (a "Disagreement Notice"). If Parent either gives notice that it agrees with Buyer's calculation of the Closing Adjustment Amounts or fails to deliver a Disagreement Notice within the Review Period, Buyer and Parent agree that effective as of the date of delivery of the Purchase Price Adjustment Statementnotice of agreement or as of the close of business on the last day of the Review Period, which notice shall describe in reasonable detail the nature of such disagreement, including the specific items involvedas applicable, the dollar amounts thereof and the calculations associated with the disputed items (a “Purchase Price Dispute Notice”). Any component of Buyer’s Purchase Price Closing Adjustment Statement that is not the subject of an objection by the Contributors Representative shall be final and binding on the Parties and deemed to be part of the Final Purchase Price Adjustment Statement. If the Contributors Representative does not deliver a Purchase Price Dispute Notice within such thirty (30)-day period, or if the Contributors Representative otherwise earlier notifies Buyer in writing that the Contributors Representative has no disputes or objections to the Purchase Price Adjustment Statement, the Purchase Price Adjustment Statement, as delivered by Buyer to the Contributors Representative, shall be the Final Purchase Price Adjustment Statement. If the Contributors Representative does deliver a Purchase Price Dispute Notice within such thirty (30)-day period (the aggregate amount in dispute as Amounts set forth in the Purchase Price Dispute Notice, the “Disputed Amounts”), then the Disputed Amounts Preliminary Adjustment Statement shall be resolved pursuant to Section 1.6(c). (c) Buyer and the Contributors Representative shall negotiate in good faith to resolve any Disputed Amounts and, if the Parties are able to resolve some or all Disputed Amounts (the Disputed Amounts so resolved during such period, the “Resolved Items”), such Resolved Items will be final, conclusive and binding on the Parties parties hereto and shall constitute the Purchase Price respective "Final Adjustment Statement Amount" for purposes of Section 3.3. If Parent delivers a Disagreement Notice to Buyer within the Review Period, any item not expressly set forth in the Disagreement Notice as the subject of the disagreement shall be modified final, conclusive and binding on the parties hereto, and Parent and Buyer shall resolve all disputed items set forth in the Disagreement Notice as follows: (i) Parent and Buyer shall use reasonable good faith efforts to reflect resolve the dispute during the thirty (30) day period (the "Resolution Period") commencing on the date Parent delivers the Disagreement Notice to Buyer, and any such resolution of the Resolved Items (and for the avoidance of doubt, if all prior Disputed Amounts have been so resolved, then such modified Purchase Price Adjustment Statement shall be final and binding on the Final Purchase Price Adjustment Statement)parties hereto. If Buyer and Parent are not able to resolve all disputed items within the Contributors Representative Resolution Period, then the items in dispute shall be promptly submitted (if practicable, within five (5) Business Days following the expiration of the Resolution Period) to Xxxxx Xxxxxxxx LLP ("GT"), or if GT is conflicted, unable or unwilling to serve, another mutually acceptable internationally recognized independent accounting firm (the "Accounting Firm"). If GT is conflicted, unwilling or unable to serve and Parent and Buyer are unable to resolve agree on another mutually acceptable accounting firm within five (5) Business Days of receipt of notice of GT's conflict or unavailability, either party may apply to the American Arbitration Association ("AAA") to appoint a senior partner in an internationally recognized accounting firm to serve as the Accounting Firm. If neither Parent nor Buyer submits any item in dispute to the Accounting Firm within ten (10) Business Days following the expiration of the Resolution Period or, if GT is conflicted, unable or unwilling to serve within five (5) Business Days of the appointment of an Accounting Firm or receipt of notice of the AAA's appointment of a senior partner in an internationally recognized Accounting Firm (whichever comes later), Buyer's determination of any item then in dispute set forth in the Preliminary Adjustment Statement shall become final, conclusive and binding on Buyer and Parent. The parties agree that all Disputed Amounts proceedings involving the AAA contemplated by this Section 3.2 shall take place in New York, New York. (ii) The Accounting Firm shall be given reasonable access to all relevant records of the Analytical Technologies Business to calculate the Closing Adjustment Amounts, provided that such access shall not include any access to documents to the extent prepared primarily in anticipation of, or for the purposes of evaluating, any potential dispute, litigation or arbitration concerning the Preliminary Adjustment Statement or the calculation of the Closing Adjustment Amounts. (iii) If any remaining items in dispute are submitted to the Accounting Firm for resolution (such items, the "Unresolved Items"), each of Buyer and Parent shall submit to the Accounting Firm (with a copy delivered to the other party on the same day), within ten (10) Business Days after the date of the engagement of the Accounting Firm, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Items. Each of Buyer and Parent may (but shall not be required to) submit to the Accounting Firm (with a copy delivered to the other party on the same day), within twenty (20) days Business Days after delivery the date of the Contributors Representative’s Purchase Price Dispute Notice, then the unresolved Disputed Amounts shall be referred for final determination to an independent accounting firm mutually agreeable to all Parties (such firm, or another firm appointed pursuant to this Section 1.6, the “Accounting Arbitrator”), within fifteen (15) days after the end engagement of such twenty (20)-day period. If such independent accounting firm has any material relationship with Xxxxx, the Contributors or any of their respective Affiliates, or is otherwise unwilling or unable to serve, Buyer and the Contributors Representative shall jointly appoint as the Accounting Arbitrator Firm, a different nationally recognized firm of independent certified public accountants, which does not have any material relationship with Buyer, memorandum responding to the Contributors Representative or any of their respective Affiliates. If Xxxxx and the Contributors Representative are unable initial memorandum submitted to agree upon an alternative Accounting Arbitrator within such fifteen (15)-day period, then the Accounting Arbitrator shall be an accounting firm of national standing designated Firm by the American Arbitration Association (which does not have any material relationship with Buyer, the Contributors Representative or any of their respective Affiliates)other party. The Contributors Representative and Xxxxx shall execute any agreement reasonably required Unless requested by the Accounting Arbitrator for its engagement hereunder. Firm in writing, no party hereto may present any additional information or arguments to the Accounting Firm, either orally or in writing. (iv) The Accounting Arbitrator Firm shall consider only those Disputed Amounts which Buyer and the Contributors Representative have been unable use its accounting expertise to resolve. The Accounting Arbitrator will act as an arbitrator (not an expert) and may select as a resolution the position of either Buyer or the Contributors Representative for each Disputed Amount (calculate, based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review) or may impose an alternative resolution which cannot be higher than the highest value or lower than the lowest value presented by each Party for a disputed amount. The Accounting Arbitrator shall deliver to Buyer and the Contributors Representative, as promptly as practicable, and in any event within forty-five (45) days after its appointment, a written report setting forth the resolution of such Disputed Amounts. Such report shall be final and binding upon the Parties, and the determination of the Accounting Arbitrator 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 over the Party against which such determination is to be enforced. In selecting such resolution, the Accounting Arbitrator shall rely solely on the terms of this Agreement and on written submissions and supporting material provided by Xxxxx and the Contributors Representative, and at the Accounting Arbitrator’s election, pursuant to responses provided by Xxxxx and the Contributors Representative to inquiries posed by the Accounting Arbitrator’s review of the foregoing, but not pursuant to an independent review. Upon the decision of the Accounting Arbitrator, the Purchase Price Adjustment Statement, as adjusted to the extent necessary to reflect the Accounting Arbitrator’s decision (and as otherwise adjusted in accordance with this Article I), shall be the Final Purchase Price Adjustment Statement. The fees, costs and expenses of the Accounting Arbitrator shall be allocated to and borne by XxxxxBuyer, on the one hand, and ContributorsParent, on the other hand, based on and not by independent investigation, the inverse Closing Adjustment Amounts and shall be instructed that its calculation (A) must be made in accordance with the standards and definitions in this Agreement and Exhibit B, and (B) with respect to each item in dispute, must be within the range of the percentage that the Accounting Arbitrator’s determination (before values established for such allocation) bears amount as determined by reference to the Disputed Amount value assigned to such amount by Parent in the Disagreement Notice and by Buyer in the Preliminary Adjustment Statement. The Accounting Firm shall submit such verification and calculation to Parent and Buyer as originally soon as practicable, but in any event within thirty (30) days after the remaining issues in dispute are submitted to the Accounting ArbitratorFirm. For exampleNotwithstanding anything express or implied in the first sentence of this Section 3.2(b)(iv) to the contrary, should the items determination by the Accounting Firm of the Closing Adjustment Amounts, as set forth in dispute total a written notice delivered to Buyer and Parent by the Accounting Firm in amount accordance with this Agreement shall be binding and conclusive on Buyer and Parent. (v) The Closing Adjustment Amounts as determined after all disputes have been resolved in accordance with this Section 3.2(b) are referred to $1,000 herein collectively as the "Final Adjustment Amounts" and individually as the "Final Net Working Capital ", the "Final Cash Amount" and the "Final Indebtedness Amount", respectively. Parent and Buyer agree that the procedures set forth in this Section 3.2(b) for resolving disputes with respect to the Preliminary Closing Balance Sheet and Closing Adjustment Amounts shall be the sole and exclusive method for resolving any such disputes. The Accounting Arbitrator awards $600 Firm's determination may be entered and enforced in favor any court of competent jurisdiction, and the substance of the Contributors Representative’s positionAccounting Firm's determination shall not be subject to review or appeal, 60% absent a showing of fraud by one of the costs parties in the proceeding or on the part of its review would the Accounting Firm. (c) The fees and expenses of such Accounting Firm shall be borne pro rata by Xxxxx Buyer and 40% Parent based on the proportionate amount of deviation of the costs would be borne determination of Closing Adjustment Amounts, as set forth in the Disagreement Notice and the Preliminary Adjustment Statement, respectively, from the determination of Final Adjustment Amounts made by Contributorsthe Accounting Firm. (d) Following the delivery In connection with Parent's review of the Purchase Price Preliminary Adjustment Statement, Buyer shall cause the Company to permit the Contributors Representative and its counsel(i) provide reasonable access, accountants and other advisors reasonable access (during normal business hourshours and upon reasonable notice, with to relevant work papers, schedules, memoranda and other documents prepared or reviewed by Buyer or any of its accountants or other representatives during the right to make copies) course of its review that are relevant to the financial and other relevant books and records of the Company (including the accounting working papers in the Company’s possession; provided that the party requesting work papers has executed and delivered any non-reliance, release or other agreements customarily required by the accounting firm that prepared such work papers) used in preparing the Closing Date Statement or the Purchase Price Preliminary Adjustment Statement, and cause the personnel of the Company to cooperate with the Contributors Representative and that such access be provided promptly after request by Parent and/or its representatives (provided that such access shall not include any access to documents to the extent reasonably required (including by making personnel and its and their relevant representatives available to Contributors Representative and its representatives)prepared primarily in anticipation of, in each case or for the purposes of evaluating, any potential dispute, litigation or arbitration concerning the reasonable review Preliminary Closing Balance Sheet or the calculation of the Closing Adjustment Amounts), and objection right (ii) subject to the foregoing limitations, request that Buyer's independent accountant, if any, communicate with Parent and dispute its representatives with respect to such review. (e) It is the intent of the parties to have any determination of Unresolved Items by the Accounting Firm proceed in an expeditious manner, however, any deadline or time period contained herein may be extended or modified by agreement of the parties and allocation process contemplated in this Section 1.6 and at the Contributors’ expenseparties agree that the failure of the Accounting Firm to strictly conform to any deadline or time period contained herein shall not be a basis for seeking to overturn any determination rendered by the Accounting Firm.

Post-Closing Purchase Price Determination. (ai) After ClosingAs soon as practicable, but in no event later than sixty (60) days after the Closing Date, Buyer shall prepare and deliver to DuPont the following (collectively, the "Preliminary Adjustment Statement"): (A) the Preliminary Closing Balance Sheet, prepared by Buyer in accordance with the Closing Balance Sheet Principles; (B) a certificate of an executive officer of Buyer certifying that the Preliminary Closing Balance Sheet has been prepared in accordance with the Closing Balance Sheet Principles; and (C) a reasonably detailed calculation by Buyer of Net Working Capital of the DPC Business, within ninety the Cash Amount and the Indebtedness Amount, in each case as of the Effective Time based on the Preliminary Closing Balance Sheet (90the "Closing Adjustment Amounts") and prepared on a basis consistent with the Closing Balance Sheet Principles. DuPont shall, and shall use its reasonable best efforts to, and shall cause the other Sellers to use their reasonable best efforts to, cause their respective accountants to, cooperate with and assist Buyer in the preparation of the Preliminary Closing Balance Sheet and the Closing Adjustment Amounts, including by providing reasonable access to their respective books, records and work papers and making available personnel to the extent reasonably required; provided, however, that the accountants of the Sellers shall not be obliged to make any work papers available to Buyer or its Representatives except in accordance with such accountants' normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. (ii) If DuPont disagrees with Buyer's calculation of the Closing Adjustment Amounts, DuPont shall promptly, but in no event later than sixty (60) days after Closingreceiving the Preliminary Adjustment Statement (the "Review Period") deliver to Buyer written notice describing its dispute by specifying those items or amounts as to which DuPont disagrees, together with DuPont's determination of such disputed items and amounts (a "Dispute Notice"). If DuPont either gives notice that it agrees with Buyer's calculation of the Closing Adjustment Amounts or fails to deliver a Dispute Notice within the Review Period, Buyer and DuPont agree that the Preliminary Adjustment Statement shall be deemed to set forth the Closing Adjustment Amounts with respect to those items that have been agreed upon or for which DuPont shall have failed to deliver a Dispute Notice (and shall constitute the respective Final Adjustment Amount). If DuPont delivers a Dispute Notice to Buyer within the Review Period, DuPont and Buyer will use good faith efforts to resolve the dispute during the thirty (30)-day period commencing on the date DuPont delivers the Dispute Notice to Buyer (and all such discussions related thereto shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule and evidence of such discussions shall not be admissible in any future proceedings between the parties). If Buyer and DuPont are not able to resolve all disputed items within such thirty (30)-day period, then either party shall have the right to submit the items in dispute following the expiration of such thirty (30)-day period to KPMG LLP, or if KPMG LLP is unwilling to serve, another mutually acceptable internationally recognized independent accounting firm (the "Accounting Firm"). The Accounting Firm shall be given reasonable access to all relevant records of the DPC Business to calculate the Closing Adjustment Amounts. If any remaining issues in dispute are submitted to the Contributors RepresentativeAccounting Firm for resolution, a statement setting forth Buyer’s each of Buyer and DuPont will be afforded an opportunity to present to the Accounting Firm any material relating to the determination of the matters in dispute and to discuss such matters with the Accounting Firm; provided, that copies of any materials provided to the Accounting Firm shall be contemporaneously delivered to the other party and the other party or its Representatives shall be given a reasonable opportunity to participate in any such discussions with the Accounting Firm. The Accounting Firm shall calculate, based solely on the written submissions of Buyer, on the one hand, and DuPont, on the other hand, and not by independent investigation, the Closing Adjustment Amounts and shall be instructed that its calculation (iA) must be made in accordance with the standards and definitions in this Agreement (including the Closing Date Working CapitalBalance Sheet Principles) and Exhibit B, (ii) Closing Date Cash, (iii) Closing Date Debt and (ivB) with respect to each item in dispute, must be within the Transaction Costs (range of values established for such amount as determined by reference to the “Purchase Price value assigned to such amount by DuPont in the Dispute Notice and by Buyer in the Preliminary Adjustment Statement”). (b) If the Contributors Representative disagrees with the Purchase Price Adjustment Statement. The Accounting Firm shall submit such calculation to DuPont and Buyer as soon as practicable, the Contributors Representative shall notify Buyer but in writing of such disagreement any event within thirty (30) days after delivery the remaining issues in dispute are submitted to the Accounting Firm. The determination by the Accounting Firm of the Purchase Price Closing Adjustment StatementAmounts, which notice shall describe in reasonable detail the nature of such disagreement, including the specific items involved, the dollar amounts thereof and the calculations associated with the disputed items (a “Purchase Price Dispute Notice”). Any component of Buyer’s Purchase Price Adjustment Statement that is not the subject of an objection by the Contributors Representative shall be final and binding on the Parties and deemed to be part of the Final Purchase Price Adjustment Statement. If the Contributors Representative does not deliver a Purchase Price Dispute Notice within such thirty (30)-day period, or if the Contributors Representative otherwise earlier notifies Buyer in writing that the Contributors Representative has no disputes or objections to the Purchase Price Adjustment Statement, the Purchase Price Adjustment Statement, as delivered by Buyer to the Contributors Representative, shall be the Final Purchase Price Adjustment Statement. If the Contributors Representative does deliver a Purchase Price Dispute Notice within such thirty (30)-day period (the aggregate amount in dispute as set forth in the Purchase Price Dispute Notice, the “Disputed Amounts”), then the Disputed Amounts shall be resolved pursuant a written notice delivered to Section 1.6(c). (c) Buyer and the Contributors Representative shall negotiate in good faith to resolve any Disputed Amounts and, if the Parties are able to resolve some or all Disputed Amounts (the Disputed Amounts so resolved during such period, the “Resolved Items”), such Resolved Items will be final, conclusive and binding on the Parties and the Purchase Price Adjustment Statement shall be modified to reflect such resolution of the Resolved Items (and for the avoidance of doubt, if all prior Disputed Amounts have been so resolved, then such modified Purchase Price Adjustment Statement shall be the Final Purchase Price Adjustment Statement). If Buyer and the Contributors Representative are unable to resolve all Disputed Amounts within twenty (20) days after delivery of the Contributors Representative’s Purchase Price Dispute Notice, then the unresolved Disputed Amounts shall be referred for final determination to an independent accounting firm mutually agreeable to all Parties (such firm, or another firm appointed pursuant to this Section 1.6, the “Accounting Arbitrator”), within fifteen (15) days after the end of such twenty (20)-day period. If such independent accounting firm has any material relationship with Xxxxx, the Contributors or any of their respective Affiliates, or is otherwise unwilling or unable to serve, Buyer and the Contributors Representative shall jointly appoint as the Accounting Arbitrator a different nationally recognized firm of independent certified public accountants, which does not have any material relationship with Buyer, the Contributors Representative or any of their respective Affiliates. If Xxxxx and the Contributors Representative are unable to agree upon an alternative Accounting Arbitrator within such fifteen (15)-day period, then the Accounting Arbitrator shall be an accounting firm of national standing designated by the American Arbitration Association (which does not have any material relationship with Buyer, the Contributors Representative or any of their respective Affiliates). The Contributors Representative and Xxxxx shall execute any agreement reasonably required DuPont by the Accounting Arbitrator for its engagement hereunder. The Accounting Arbitrator shall consider only those Disputed Amounts which Buyer and the Contributors Representative have been unable to resolve. The Accounting Arbitrator will act as an arbitrator (not an expert) and may select as a resolution the position of either Buyer or the Contributors Representative for each Disputed Amount (based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review) or may impose an alternative resolution which cannot be higher than the highest value or lower than the lowest value presented by each Party for a disputed amount. The Accounting Arbitrator shall deliver to Buyer and the Contributors Representative, as promptly as practicable, and in any event within forty-five (45) days after its appointment, a written report setting forth the resolution of such Disputed Amounts. Such report shall be final and binding upon the Parties, and the determination of the Accounting Arbitrator 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 over the Party against which such determination is to be enforced. In selecting such resolution, the Accounting Arbitrator shall rely solely on the terms of this Agreement and on written submissions and supporting material provided by Xxxxx and the Contributors Representative, and at the Accounting Arbitrator’s election, pursuant to responses provided by Xxxxx and the Contributors Representative to inquiries posed by the Accounting Arbitrator’s review of the foregoing, but not pursuant to an independent review. Upon the decision of the Accounting Arbitrator, the Purchase Price Adjustment Statement, as adjusted to the extent necessary to reflect the Accounting Arbitrator’s decision (and as otherwise adjusted Firm in accordance with this Article I)Agreement, shall will be the Final Purchase Price Adjustment Statementbinding and conclusive on Buyer and DuPont. The feesClosing Adjustment Amounts as determined after all disputes have been resolved in accordance with this Section 2.3(b)(ii) are referred to herein collectively as the "Final Adjustment Amounts" and individually as the "Final Net Working Capital", costs the "Final Cash Amount" and the "Final Indebtedness Amount", respectively. (iii) Buyer and DuPont shall each pay one-half of the fees and expenses of the such Accounting Arbitrator shall be allocated to and borne by Xxxxx, on the one hand, and Contributors, on the other hand, based on the inverse of the percentage that the Accounting Arbitrator’s determination (before such allocation) bears to the Disputed Amount as originally submitted to the Accounting Arbitrator. For example, should the items in dispute total in amount to $1,000 and the Accounting Arbitrator awards $600 in favor of the Contributors Representative’s position, 60% of the costs of its review would be borne by Xxxxx and 40% of the costs would be borne by ContributorsFirm. (div) Following the delivery In connection with DuPont's review of the Purchase Price Preliminary Adjustment Statement, Buyer shall cause the Company to permit the Contributors Representative and its counsel(i) provide reasonable access, accountants and other advisors reasonable access (during normal business hourshours and upon reasonable notice, with to its employees and all work papers, schedules, memoranda and other documents prepared or reviewed by Buyer or any of its employees and accountants or other Representatives during the right to make copies) course of its review which are relevant to the financial Preliminary Adjustment Statement (which access shall be provided promptly after request by DuPont and/or its representatives) and other relevant books (ii) use its reasonable best efforts to cause Buyer's independent accountant to communicate and records of the Company (including the accounting working papers in the Company’s possession; provided that the party requesting work papers has executed and delivered any non-reliance, release or other agreements customarily required by the accounting firm that prepared such work papers) used in preparing the Closing Date Statement or the Purchase Price Adjustment Statement, and cause the personnel of the Company to cooperate with the Contributors Representative DuPont and its representatives with respect to such review; provided, however, that the extent reasonably required (including by making personnel and its and their relevant representatives accountants of Buyer shall not be obliged to make any work papers available to Contributors Representative DuPont or its representatives except in accordance with such accountants' normal disclosure procedures and its representatives), then only after such Person has signed a customary agreement relating to such access to work papers in each case for the purposes of the reasonable review form and objection right and dispute and allocation substance reasonably acceptable to such accountants. (v) The process contemplated set forth in this Section 1.6 2.3(b) shall be the exclusive remedy of DuPont and at Buyer for any disputes related to the Contributors’ expenseClosing Adjustment Amounts.

Post-Closing Purchase Price Determination. (a) After Closing, Buyer GTY shall prepare and, within ninety (90) days after Closing, Buyer GTY shall deliver to the Contributors eCivis Holders’ Representative, a statement (together with reasonable supporting documentation) setting forth BuyerGTY’s determination of (i) Closing Date Working CapitalCash, and (ii) Closing Date Cash, (iii) Closing Date Debt and (iv) the Transaction Costs Indebtedness (the “Purchase Price Adjustment Statement”). If GTY does not deliver a Purchase Price Adjustment Statement within such 90-day period, the Closing Date Statement shall be the Final Purchase Price Adjustment Statement. (b) Following the Closing Date, the Company shall permit the eCivis Holders’ Representative and its counsel, accountants and other advisors reasonable access (during normal business hours, with the right to make copies) to the financial and other relevant books and records of the Company and its Subsidiaries, in each case for the purposes of the review and objection right and dispute process contemplated in this Section 1.5. Notwithstanding the foregoing provisions of this Section 1.5(b), the Company shall not be required to, or to cause any of its Subsidiaries or Affiliates to, grant access to or furnish information to the eCivis Holders’ Representative to the extent that (a) such information is subject to an attorney/client or attorney work product privilege or (b) such access or the furnishing of such information is prohibited by applicable Law. (c) If the Contributors eCivis Holders’ Representative disagrees with the Purchase Price Adjustment Statement, the Contributors eCivis Holders’ Representative shall notify Buyer GTY in writing of such disagreement within thirty (30) days after delivery of the Purchase Price Adjustment Statement, which notice shall describe in reasonable detail the nature of such disagreement, including the specific items involved, involved and the dollar amounts thereof and the calculations associated with the disputed items (a “Purchase Price Dispute Notice”). Any component of BuyerGTY’s Purchase Price Adjustment Statement that is not the subject of an objection by the Contributors eCivis Holders’ Representative shall be final and binding on the Parties and deemed to be part of the Final Purchase Price Adjustment Statement. If the Contributors eCivis Holders’ Representative does not deliver a Purchase Price Dispute Notice within such thirty (30)-day 30-day period, or if the Contributors Representative otherwise earlier notifies Buyer in writing that the Contributors Representative has no disputes or objections to the Purchase Price Adjustment Statement, the Purchase Price Adjustment Statement, as delivered by Buyer GTY to the Contributors eCivis Holders’ Representative, shall be the Final Purchase Price Adjustment Statement. If the Contributors eCivis Holders’ Representative does deliver a Purchase Price Dispute Notice within such thirty (30)-day 30-day period (the aggregate amount in dispute as set forth in the Purchase Price Dispute Notice, the “Disputed Amounts”), then the Disputed Amounts shall be resolved pursuant to Section 1.6(c1.5(d). (cd) Buyer GTY and the Contributors eCivis Holders’ Representative shall negotiate in good faith to resolve any Disputed Amounts and, if the Parties are able to resolve some or all Disputed Amounts (the Disputed Amounts so resolved during such periodAmounts, the “Resolved Items”), such Resolved Items will be final, conclusive and binding on the Parties and the Purchase Price Adjustment Statement shall be Statement, as modified to reflect such resolution of the Resolved Items (and for the avoidance of doubtresolution, if all prior Disputed Amounts have been so resolved, then such modified Purchase Price Adjustment Statement shall be the Final Purchase Price Adjustment Statement). If Buyer GTY and the Contributors eCivis Holders’ Representative are unable to resolve all Disputed Amounts within twenty (20) days after delivery of the Contributors eCivis Holders’ Representative’s Purchase Price Dispute Notice, then the unresolved Disputed Amounts shall be referred for final determination to an independent accounting firm a mutually agreeable to all Parties (such firm, or another firm appointed pursuant to this Section 1.6, the “Accounting Arbitrator”), within fifteen (15) days after the end of such twenty (20)-day period. If such independent accounting firm has any material relationship with Xxxxx, the Contributors or any of their respective Affiliates, or is otherwise unwilling or unable to serve, Buyer and the Contributors Representative shall jointly appoint as the Accounting Arbitrator a different agreed upon nationally recognized firm of independent certified public accountants, which does not have any material relationship with BuyerGTY, the Contributors eCivis Holders’ Representative or any of their respective AffiliatesAffiliates (such firm, or any successor thereto, the “Accounting Arbitrator”) within fifteen (15) days after the end of such 20-day period. If Xxxxx GTY and the Contributors eCivis Holders’ Representative are unable to agree upon an alternative Accounting Arbitrator within such fifteen (15)-day 15-day period, then the Accounting Arbitrator shall be an accounting firm of national standing designated by the American Arbitration Association (in New York, New York which does not have any material relationship with BuyerGTY, the Contributors eCivis Holders’ Representative or any of their respective Affiliates). The Contributors eCivis Holders’ Representative and Xxxxx GTY shall execute any agreement reasonably required by the Accounting Arbitrator for its engagement hereunder. The Accounting Arbitrator shall consider only those Disputed Amounts which Buyer GTY and the Contributors eCivis Holders’ Representative have been unable to resolve. The Accounting Arbitrator will act as an arbitrator expert (not an expertarbitrator) and may select as a resolution the position of either Buyer GTY or the Contributors eCivis Holders’ Representative for each Disputed Amount (based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review) or may impose an alternative resolution which cannot be higher than the highest value or lower than the lowest value presented by each Party for a disputed amount. The Accounting Arbitrator shall deliver to Buyer GTY and the Contributors eCivis Holders’ Representative, as promptly as practicable, and in any event within forty-five (45) days after its appointment, a written report setting forth the resolution of such Disputed Amounts. Such report shall be final and binding upon the Parties, and the determination of the Accounting Arbitrator 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 over the Party against which such determination is to be enforced. In selecting such resolution, the Accounting Arbitrator shall rely solely on the terms of this Agreement and on written submissions and supporting material provided by Xxxxx GTY and the Contributors eCivis Holders’ Representative, and at the Accounting Arbitrator’s election, pursuant to responses provided by Xxxxx the GTY and the Contributors eCivis Holders’ Representative to inquiries posed by the Accounting Arbitrator’s review of the foregoing, but not pursuant to an independent review. Upon the decision of the Accounting Arbitrator, the Purchase Price Adjustment Statement, as adjusted to the extent necessary to reflect the Accounting Arbitrator’s decision (and as otherwise adjusted in accordance with this Article I), shall be the Final Purchase Price Adjustment Statement. The fees, costs and expenses of the Accounting Arbitrator shall be allocated to and borne by Xxxxx, on GTY and the one hand, and Contributors, on the other hand, eCivis Holders’ Representative based on the inverse of the percentage that the Accounting Arbitrator’s determination (before such allocation) bears to the Disputed Amount as originally submitted to the Accounting Arbitrator. For example, should the items in dispute total in amount to $1,000 and the Accounting Arbitrator awards $600 in favor of the Contributors eCivis Holders’ Representative’s position, 60% of the costs of its review would be borne by Xxxxx GTY and 40% of the costs would be borne by Contributors. (d) Following the delivery eCivis Holders’ Representative. Notwithstanding anything herein to the contrary, no resolution of any Disputed Amount or any facts, circumstances or events giving rise to any such Disputed Amount, whether by the Purchase Price Adjustment StatementAccounting Arbitrator otherwise, Buyer shall cause the Company to permit the Contributors Representative and its counsel, accountants and other advisors reasonable access (during normal business hours, with limit the right of any party to make copies) assert and prevail on a claim for a breach of a representation or warranty hereunder pursuant to the financial and other relevant books and records of the Company (including the accounting working papers in the Company’s possession; provided that the party requesting work papers has executed and delivered any non-reliance, release or other agreements customarily required by the accounting firm that prepared such work papers) used in preparing the Closing Date Statement or the Purchase Price Adjustment Statement, and cause the personnel of the Company to cooperate with the Contributors Representative and its representatives to the extent reasonably required (including by making personnel and its and their relevant representatives available to Contributors Representative and its representatives), in each case for the purposes of the reasonable review and objection right and dispute and allocation process contemplated in this Section 1.6 and at the Contributors’ expenseArticle 7.

Post-Closing Purchase Price Determination. (a) After Closing, Buyer shall prepare and, within ninety (90) days after Closing, Buyer shall deliver to the Contributors RepresentativeSeller, a statement statement, prepared in accordance with the Illustrative Purchase Price Adjustment Statement in Exhibit B, setting forth Buyer’s determination of (i) Closing Date Net Working Capital, calculated in the same manner as the Illustrative Closing Date Net Working Capital is calculated in Exhibit A, (ii) Closing Date Cash, Cash and (iii) Closing Date Debt and (iv) the Transaction Costs Indebtedness (the “Purchase Price Adjustment Statement”). For the purpose of preparing the Purchase Price Adjustment Statement, Buyer shall conduct a physical stock-take of the inventory included in Current Assets and located at the Companies’, their Subsidiaries’ and Schering-Plough Canada, Inc.’s material warehouses; Seller (or its representatives) shall participate in such stock-take. To the extent that the quantities included on the count sheets of such stock-take are jointly agreed by Buyex xxx Seller, such results shall be binding on the parties hereto for purposes of determining the Closing Date Net Working Capital set forth in the Purchase Price Adjustment Statement and the Final Purchase Price Adjustment Statement. To the extent that there are any disputes with respect to the results of the stock-take, such disputes shall be resolved in accordance the procedures set forth in this Section 2.9. For the avoidance of doubt, movements in items of physical inventory that are counted after Closing will need to be reconciled (rolled) back to 11:59 P.M. (Eastern time) on the date immediately prior to the Closing Date to demonstrate applicability for purposes of the Final Purchase Price Adjustment. (b) If the Contributors Representative Seller disagrees with the Purchase Price Adjustment Statement, the Contributors Representative Seller shall notify Buyer in writing of such disagreement within thirty (30) days after delivery of the Purchase Price Adjustment Statement, which notice shall describe in reasonable detail the nature of such disagreement, including the specific items involved, the dollar amounts thereof and the calculations associated with the disputed items (a “Purchase Price Dispute Notice”). Any component of Buyer’s Purchase Price Adjustment Statement that is not the subject of an objection by the Contributors Representative shall be final and binding on the Parties and deemed to be part of the Final Purchase Price Adjustment Statement. If the Contributors Representative does not deliver a Purchase Price Dispute Notice within such thirty (30)-day period, or if the Contributors Representative otherwise earlier notifies Buyer in writing that the Contributors Representative has no disputes or objections to the Purchase Price Adjustment Statement, the Purchase Price Adjustment Statement, as delivered by Buyer to the Contributors Representative, shall be the Final Purchase Price Adjustment Statement. If the Contributors Representative does deliver a Purchase Price Dispute Notice within such thirty (30)-day period (the aggregate amount in dispute as set forth in the Purchase Price Dispute Notice, the “Disputed Amounts”), then the Disputed Amounts shall be resolved pursuant to Section 1.6(c). (c) Buyer and the Contributors Representative shall negotiate in good faith to resolve any Disputed Amounts and, if the Parties are able to resolve some or all Disputed Amounts (the Disputed Amounts so resolved during such period, the “Resolved Items”), such Resolved Items will be final, conclusive and binding on the Parties and the Purchase Price Adjustment Statement shall be modified to reflect such resolution of the Resolved Items (and for the avoidance of doubt, if all prior Disputed Amounts have been so resolved, then such modified Purchase Price Adjustment Statement shall be the Final Purchase Price Adjustment Statement). If Buyer and the Contributors Representative are unable to resolve all Disputed Amounts within twenty (20) days after delivery of the Contributors Representative’s Purchase Price Dispute Notice, then the unresolved Disputed Amounts shall be referred for final determination to an independent accounting firm mutually agreeable to all Parties (such firm, or another firm appointed pursuant to this Section 1.6, the “Accounting Arbitrator”), within fifteen (15) days after the end of such twenty (20)-day period. If such independent accounting firm has any material relationship with Xxxxx, the Contributors or any of their respective Affiliates, or is otherwise unwilling or unable to serve, Buyer and the Contributors Representative shall jointly appoint as the Accounting Arbitrator a different nationally recognized firm of independent certified public accountants, which does not have any material relationship with Buyer, the Contributors Representative or any of their respective Affiliates. If Xxxxx and the Contributors Representative are unable to agree upon an alternative Accounting Arbitrator within such fifteen (15)-day period, then the Accounting Arbitrator shall be an accounting firm of national standing designated by the American Arbitration Association (which does not have any material relationship with Buyer, the Contributors Representative or any of their respective Affiliates). The Contributors Representative and Xxxxx shall execute any agreement reasonably required by the Accounting Arbitrator for its engagement hereunder. The Accounting Arbitrator shall consider only those Disputed Amounts which Buyer and the Contributors Representative have been unable to resolve. The Accounting Arbitrator will act as an arbitrator (not an expert) and may select as a resolution the position of either Buyer or the Contributors Representative for each Disputed Amount (based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review) or may impose an alternative resolution which cannot be higher than the highest value or lower than the lowest value presented by each Party for a disputed amount. The Accounting Arbitrator shall deliver to Buyer and the Contributors Representative, as promptly as practicable, and in any event within forty-five (45) days after its appointment, a written report setting forth the resolution of such Disputed Amounts. Such report shall be final and binding upon the Parties, and the determination of the Accounting Arbitrator 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 over the Party against which such determination is to be enforced. In selecting such resolution, the Accounting Arbitrator shall rely solely on the terms of this Agreement and on written submissions and supporting material provided by Xxxxx and the Contributors Representative, and at the Accounting Arbitrator’s election, pursuant to responses provided by Xxxxx and the Contributors Representative to inquiries posed by the Accounting Arbitrator’s review of the foregoing, but not pursuant to an independent review. Upon the decision of the Accounting Arbitrator, the Purchase Price Adjustment Statement, as adjusted to the extent necessary to reflect the Accounting Arbitrator’s decision (and as otherwise adjusted in accordance with this Article I), shall be the Final Purchase Price Adjustment Statement. The fees, costs and expenses of the Accounting Arbitrator shall be allocated to and borne by Xxxxx, on the one hand, and Contributors, on the other hand, based on the inverse of the percentage that the Accounting Arbitrator’s determination (before such allocation) bears to the Disputed Amount as originally submitted to the Accounting Arbitrator. For example, should the items in dispute total in amount to $1,000 and the Accounting Arbitrator awards $600 in favor of the Contributors Representative’s position, 60% of the costs of its review would be borne by Xxxxx and 40% of the costs would be borne by Contributors. (d) Following the delivery of the Purchase Price Adjustment Statement, Buyer shall cause the Company to permit the Contributors Representative and its counsel, accountants and other advisors reasonable access (during normal business hours, with the right to make copies) to the financial and other relevant books and records of the Company (including the accounting working papers in the Company’s possession; provided that the party requesting work papers has executed and delivered any non-reliance, release or other agreements customarily required by the accounting firm that prepared such work papers) used in preparing the Closing Date Statement or the Purchase Price Adjustment Statement, and cause the personnel of the Company to cooperate with the Contributors Representative and its representatives to the extent reasonably required (including by making personnel and its and their relevant representatives available to Contributors Representative and its representatives), in each case for the purposes of the reasonable review and objection right and dispute and allocation process contemplated in this Section 1.6 and at the Contributors’ expense.five

Post-Closing Purchase Price Determination. (a) After Closing, Buyer GTY shall prepare and, within ninety seventy-five (9075) days after Closing, Buyer GTY shall deliver to the Contributors Questica Holders’ Representative, a statement (together with reasonable supporting documentation) setting forth BuyerGTY’s determination of (i) Closing Date Working CapitalCash, and (ii) Closing Date Cash, (iii) Closing Date Debt and (iv) the Transaction Costs Indebtedness (the “Purchase Price Adjustment Statement”). (b) Following the Closing Date, GTY shall permit the Questica Holders’ Representative and its counsel, accountants and other advisors reasonable access (during normal business hours, with the right to make copies) to the financial and other relevant books and records of the Company Parties, in each case for the purposes of the review and objection right and dispute process contemplated in this Section1.6. Notwithstanding the foregoing provisions of this Section 1.6(b), GTY shall not be required to, or to cause the Companies or any of the Companies’ respective Subsidiaries or Affiliates to, grant access to or furnish information to the Questica Holders’ Representative to the extent that (i) such information is subject to an attorney/client or attorney work product privilege or (ii) such access or the furnishing of such information is prohibited by applicable Law provided, however, if the provision of such information to the Questica Holders’ Representative is prohibited pursuant to either subclause (i) or (ii), if possible, GTY will redact such information in such a manner as it will remain subject to attorney/client or attorney work product privilege or the furnishing of such information will no longer be prohibited by applicable Law and provide such information to the Questica Holders’ Representative. (c) If the Contributors Questica Holders’ Representative disagrees with the Purchase Price Adjustment Statement, the Contributors Questica Holders’ Representative shall notify Buyer GTY in writing of such disagreement within thirty forty-five (3045) days after delivery of the Purchase Price Adjustment Statement, which notice shall describe in reasonable detail the nature of such disagreement, including the specific items involved, involved and the dollar amounts thereof and the calculations associated with the disputed items (a “Purchase Price Dispute Notice”). Any component of BuyerGTY’s Purchase Price Adjustment Statement that is not the subject of an objection by the Contributors Questica Holders’ Representative shall be final and binding on the Parties and deemed to be part of the Final Purchase Price Adjustment Statement. If the Contributors Questica Holders’ Representative does not deliver a Purchase Price Dispute Notice within such thirty (30)-day 45-day period, or if the Contributors Representative otherwise earlier notifies Buyer in writing that the Contributors Representative has no disputes or objections to the Purchase Price Adjustment Statement, the Purchase Price Adjustment Statement, as delivered by Buyer GTY to the Contributors Questica Holders’ Representative, shall be the “Final Purchase Price Adjustment Statement”. If the Contributors Questica Holders’ Representative does deliver a Purchase Price Dispute Notice within such thirty (30)-day 45-day period (the aggregate amount in dispute as set forth in the Purchase Price Dispute Notice, the “Disputed Amounts”), then the Disputed Amounts shall be resolved pursuant to Section 1.6(c1.6(d). (cd) Buyer GTY and the Contributors Questica Holders’ Representative shall negotiate in good faith to resolve any Disputed Amounts and, if the Parties are able to resolve some or all Disputed Amounts (the Disputed Amounts so resolved during such periodAmounts, the “Resolved Items”), such Resolved Items will be final, conclusive and binding on the Parties and the Purchase Price Adjustment Statement shall be Statement, as modified to reflect such resolution of the Resolved Items (and for the avoidance of doubtresolution, if all prior Disputed Amounts have been so resolved, then such modified Purchase Price Adjustment Statement shall be the “Final Purchase Price Adjustment Statement)”. If Buyer GTY and the Contributors Questica Holders’ Representative are unable to resolve all Disputed Amounts within twenty (20) days after delivery of the Contributors Questica Holders’ Representative’s Purchase Price Dispute Notice, then the unresolved Disputed Amounts shall be referred for final determination to an independent accounting firm a mutually agreeable to all Parties (such firm, or another firm appointed pursuant to this Section 1.6, the “Accounting Arbitrator”), within fifteen (15) days after the end of such twenty (20)-day period. If such independent accounting firm has any material relationship with Xxxxx, the Contributors or any of their respective Affiliates, or is otherwise unwilling or unable to serve, Buyer and the Contributors Representative shall jointly appoint as the Accounting Arbitrator a different agreed upon nationally recognized firm of independent certified public accountants, which does not have any material relationship with BuyerGTY, the Contributors Questica Holders’ Representative or any of their respective AffiliatesAffiliates (such firm, or any successor thereto, the “Accounting Arbitrator”) within fifteen (15) days after the end of such 20-day period. If Xxxxx GTY and the Contributors Questica Holders’ Representative are unable to agree upon an alternative Accounting Arbitrator within such fifteen (15)-day 15-day period, then the Accounting Arbitrator shall be an accounting firm of national standing designated by the American Arbitration Association (in New York, New York which does not have any material relationship with BuyerGTY, the Contributors Questica Holders’ Representative or any of their respective Affiliates). The Contributors Questica Holders’ Representative and Xxxxx GTY shall execute any agreement reasonably required by the Accounting Arbitrator for its engagement hereunder. The Accounting Arbitrator shall consider only those Disputed Amounts which Buyer GTY and the Contributors Questica Holders’ Representative have been unable to resolve. The Accounting Arbitrator will act as an arbitrator expert (not an expertarbitrator) and may select as a resolution the position of either Buyer GTY or the Contributors Questica Holders’ Representative for each Disputed Amount (based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review) or may impose an alternative resolution which cannot be higher than the highest value or lower than the lowest value presented by each Party for a disputed amount. The Accounting Arbitrator shall deliver to Buyer GTY and the Contributors Questica Holders’ Representative, as promptly as practicable, and in any event within forty-five (45) days after its appointment, a written report setting forth the resolution of such Disputed Amounts. Such report shall be final and binding upon the Parties, and the determination of the Accounting Arbitrator 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 over the Party against which such determination is to be enforced. In selecting such resolution, the Accounting Arbitrator shall rely solely on the terms of this Agreement and on written submissions and supporting material provided by Xxxxx GTY and the Contributors Questica Holders’ Representative, and at the Accounting Arbitrator’s election, pursuant to responses provided by Xxxxx GTY and the Contributors Questica Holders’ Representative to inquiries posed by the Accounting Arbitrator’s review of the foregoing, but not pursuant to an independent review. Upon the decision of the Accounting Arbitrator, the Purchase Price Adjustment Statement, as adjusted to the extent necessary to reflect the Accounting Arbitrator’s decision (and as otherwise adjusted in accordance with this Article IARTICLE 1), shall be the Final Purchase Price Adjustment Statement. The fees, costs and expenses of the Accounting Arbitrator shall be allocated to and borne by Xxxxx, on GTY and the one hand, and Contributors, on the other hand, Questica Holders’ Representative based on the inverse of the percentage that the Accounting Arbitrator’s determination (before such allocation) bears to the Disputed Amount as originally submitted to the Accounting Arbitrator. For example, should the items in dispute total in amount to $1,000 and the Accounting Arbitrator awards $600 in favor of the Contributors Questica Holders’ Representative’s position, 60% of the costs of its review would be borne by Xxxxx GTY and 40% of the costs would be borne by Contributors. (d) Following the delivery Questica Holders’ Representative. Notwithstanding anything herein to the contrary, no resolution of any Disputed Amount or any facts, circumstances or events giving rise to any such Disputed Amount, whether by the Purchase Price Adjustment StatementAccounting Arbitrator otherwise, Buyer shall cause the Company to permit the Contributors Representative and its counsel, accountants and other advisors reasonable access (during normal business hours, with limit the right of any party to make copies) assert and prevail on a claim for a breach of a representation or warranty hereunder pursuant to the financial and other relevant books and records of the Company (including the accounting working papers in the Company’s possession; provided that the party requesting work papers has executed and delivered any non-reliance, release or other agreements customarily required by the accounting firm that prepared such work papers) used in preparing the Closing Date Statement or the Purchase Price Adjustment Statement, and cause the personnel of the Company to cooperate with the Contributors Representative and its representatives to the extent reasonably required (including by making personnel and its and their relevant representatives available to Contributors Representative and its representatives), in each case for the purposes of the reasonable review and objection right and dispute and allocation process contemplated in this Section 1.6 and at the Contributors’ expenseARTICLE 8.

Post-Closing Purchase Price Determination. (ai) After ClosingAs soon as practicable, but in no event later than sixty (60) days after the Closing Date, Buyer shall prepare and deliver to DuPont the following (collectively, the “Preliminary Adjustment Statement”): (A) the Preliminary Closing Balance Sheet, prepared by Buyer in accordance with the Closing Balance Sheet Principles; (B) a certificate of an executive officer of Buyer certifying that the Preliminary Closing Balance Sheet has been prepared in accordance with the Closing Balance Sheet Principles; and (C) a reasonably detailed calculation by Buyer of Net Working Capital of the DPC Business, within ninety the Cash Amount and the Indebtedness Amount, in each case as of the Effective Time based on the Preliminary Closing Balance Sheet (90the “Closing Adjustment Amounts”) and prepared on a basis consistent with the Closing Balance Sheet Principles. DuPont shall, and shall use its reasonable best efforts to, and shall cause the other Sellers to use their reasonable best efforts to, cause their respective accountants to, cooperate with and assist Buyer in the preparation of the Preliminary Closing Balance Sheet and the Closing Adjustment Amounts, including by providing reasonable access to their respective books, records and work papers and making available personnel to the extent reasonably required; provided, however, that the accountants of the Sellers shall not be obliged to make any work papers available to Buyer or its Representatives except in accordance with such accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. (ii) If DuPont disagrees with Buyer’s calculation of the Closing Adjustment Amounts, DuPont shall promptly, but in no event later than sixty (60) days after Closing, Buyer shall receiving the Preliminary Adjustment Statement (the “Review Period”) deliver to the Contributors RepresentativeBuyer written notice describing its dispute by specifying those items or amounts as to which DuPont disagrees, a statement setting forth Buyertogether with DuPont’s determination of such disputed items and amounts (i) a “Dispute Notice”). If DuPont either gives notice that it agrees with Buyer’s calculation of the Closing Date Working CapitalAdjustment Amounts or fails to deliver a Dispute Notice within the Review Period, Buyer and DuPont agree that the Preliminary Adjustment Statement shall be deemed to set forth the Closing Adjustment Amounts with respect to those items that have been agreed upon or for which DuPont shall have failed to deliver a Dispute Notice (ii) Closing Date Cashand shall constitute the respective Final Adjustment Amount). If DuPont delivers a Dispute Notice to Buyer within the Review Period, DuPont and Buyer will use good faith efforts to resolve the dispute during the thirty (iii) Closing Date Debt 30)-day period commencing on the date DuPont delivers the Dispute Notice to Buyer (and all such discussions related thereto shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule and evidence of such discussions shall not be admissible in any future proceedings between the parties). If Buyer and DuPont are not able to resolve all disputed items within such thirty (iv) 30)-day period, then either party shall have the Transaction Costs right to submit the items in dispute following the expiration of such thirty (30)-day period to KPMG LLP, or if KPMG LLP is unwilling to serve, another mutually acceptable internationally recognized independent accounting firm (the “Purchase Price Accounting Firm”). The Accounting Firm shall be given reasonable access to all relevant records of the DPC Business to calculate the Closing Adjustment Amounts. If any remaining issues in dispute are submitted to the Accounting Firm for resolution, each of Buyer and DuPont will be afforded an opportunity to present to the Accounting Firm any material relating to the determination of the matters in dispute and to discuss such matters with the Accounting Firm; provided, that copies of any materials provided to the Accounting Firm shall be contemporaneously delivered to the other party and the other party or its Representatives shall be given a reasonable opportunity to participate in any such discussions with the Accounting Firm. The Accounting Firm shall calculate, based solely on the written submissions of Buyer, on the one hand, and DuPont, on the other hand, and not by independent investigation, the Closing Adjustment Amounts and shall be instructed that its calculation (A) must be made in accordance with the standards and definitions in this Agreement (including the Closing Balance Sheet Principles) and Exhibit B, and (B) with respect to each item in dispute, must be within the range of values established for such amount as determined by reference to the value assigned to such amount by DuPont in the Dispute Notice and by Buyer in the Preliminary Adjustment Statement”). (b) If the Contributors Representative disagrees with the Purchase Price Adjustment Statement. The Accounting Firm shall submit such calculation to DuPont and Buyer as soon as practicable, the Contributors Representative shall notify Buyer but in writing of such disagreement any event within thirty (30) days after delivery the remaining issues in dispute are submitted to the Accounting Firm. The determination by the Accounting Firm of the Purchase Price Closing Adjustment StatementAmounts, which notice shall describe in reasonable detail the nature of such disagreement, including the specific items involved, the dollar amounts thereof and the calculations associated with the disputed items (a “Purchase Price Dispute Notice”). Any component of Buyer’s Purchase Price Adjustment Statement that is not the subject of an objection by the Contributors Representative shall be final and binding on the Parties and deemed to be part of the Final Purchase Price Adjustment Statement. If the Contributors Representative does not deliver a Purchase Price Dispute Notice within such thirty (30)-day period, or if the Contributors Representative otherwise earlier notifies Buyer in writing that the Contributors Representative has no disputes or objections to the Purchase Price Adjustment Statement, the Purchase Price Adjustment Statement, as delivered by Buyer to the Contributors Representative, shall be the Final Purchase Price Adjustment Statement. If the Contributors Representative does deliver a Purchase Price Dispute Notice within such thirty (30)-day period (the aggregate amount in dispute as set forth in a written notice delivered to Buyer and DuPont by the Purchase Price Dispute NoticeAccounting Firm in accordance with this Agreement, will be binding and conclusive on Buyer and DuPont. The Closing Adjustment Amounts as determined after all disputes have been resolved in accordance with this Section 2.3(b)(ii) are referred to herein collectively as the “Final Adjustment Amounts” and individually as the “Final Net Working Capital”, the “Disputed AmountsFinal Cash Amount” and the “Final Indebtedness Amount”), then the Disputed Amounts shall be resolved pursuant to Section 1.6(c)respectively. (ciii) Buyer and the Contributors Representative DuPont shall negotiate in good faith to resolve any Disputed Amounts and, if the Parties are able to resolve some or all Disputed Amounts (the Disputed Amounts so resolved during such period, the “Resolved Items”), such Resolved Items will be final, conclusive and binding on the Parties and the Purchase Price Adjustment Statement shall be modified to reflect such resolution each pay one-half of the Resolved Items (fees and for the avoidance of doubt, if all prior Disputed Amounts have been so resolved, then such modified Purchase Price Adjustment Statement shall be the Final Purchase Price Adjustment Statement). If Buyer and the Contributors Representative are unable to resolve all Disputed Amounts within twenty (20) days after delivery of the Contributors Representative’s Purchase Price Dispute Notice, then the unresolved Disputed Amounts shall be referred for final determination to an independent accounting firm mutually agreeable to all Parties (such firm, or another firm appointed pursuant to this Section 1.6, the “Accounting Arbitrator”), within fifteen (15) days after the end expenses of such twenty Accounting Firm. (20)-day period. If such independent accounting firm has any material relationship iv) In connection with Xxxxx, the Contributors or any of their respective Affiliates, or is otherwise unwilling or unable to serve, Buyer and the Contributors Representative shall jointly appoint as the Accounting Arbitrator a different nationally recognized firm of independent certified public accountants, which does not have any material relationship with Buyer, the Contributors Representative or any of their respective Affiliates. If Xxxxx and the Contributors Representative are unable to agree upon an alternative Accounting Arbitrator within such fifteen (15)-day period, then the Accounting Arbitrator shall be an accounting firm of national standing designated by the American Arbitration Association (which does not have any material relationship with Buyer, the Contributors Representative or any of their respective Affiliates). The Contributors Representative and Xxxxx shall execute any agreement reasonably required by the Accounting Arbitrator for its engagement hereunder. The Accounting Arbitrator shall consider only those Disputed Amounts which Buyer and the Contributors Representative have been unable to resolve. The Accounting Arbitrator will act as an arbitrator (not an expert) and may select as a resolution the position of either Buyer or the Contributors Representative for each Disputed Amount (based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review) or may impose an alternative resolution which cannot be higher than the highest value or lower than the lowest value presented by each Party for a disputed amount. The Accounting Arbitrator shall deliver to Buyer and the Contributors Representative, as promptly as practicable, and in any event within forty-five (45) days after its appointment, a written report setting forth the resolution of such Disputed Amounts. Such report shall be final and binding upon the Parties, and the determination of the Accounting Arbitrator 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 over the Party against which such determination is to be enforced. In selecting such resolution, the Accounting Arbitrator shall rely solely on the terms of this Agreement and on written submissions and supporting material provided by Xxxxx and the Contributors Representative, and at the Accounting Arbitrator’s election, pursuant to responses provided by Xxxxx and the Contributors Representative to inquiries posed by the Accounting ArbitratorDuPont’s review of the foregoing, but not pursuant to an independent review. Upon the decision of the Accounting Arbitrator, the Purchase Price Adjustment Statement, as adjusted to the extent necessary to reflect the Accounting Arbitrator’s decision (and as otherwise adjusted in accordance with this Article I), shall be the Final Purchase Price Adjustment Statement. The fees, costs and expenses of the Accounting Arbitrator shall be allocated to and borne by Xxxxx, on the one hand, and Contributors, on the other hand, based on the inverse of the percentage that the Accounting Arbitrator’s determination (before such allocation) bears to the Disputed Amount as originally submitted to the Accounting Arbitrator. For example, should the items in dispute total in amount to $1,000 and the Accounting Arbitrator awards $600 in favor of the Contributors Representative’s position, 60% of the costs of its review would be borne by Xxxxx and 40% of the costs would be borne by Contributors. (d) Following the delivery of the Purchase Price Preliminary Adjustment Statement, Buyer shall cause the Company to permit the Contributors Representative and its counsel(i) provide reasonable access, accountants and other advisors reasonable access (during normal business hourshours and upon reasonable notice, with to its employees and all work papers, schedules, memoranda and other documents prepared or reviewed by Buyer or any of its employees and accountants or other Representatives during the right to make copies) course of its review which are relevant to the financial Preliminary Adjustment Statement (which access shall be provided promptly after request by DuPont and/or its representatives) and other relevant books (ii) use its reasonable best efforts to cause Buyer’s independent accountant to communicate and records of the Company (including the accounting working papers in the Company’s possession; provided that the party requesting work papers has executed and delivered any non-reliance, release or other agreements customarily required by the accounting firm that prepared such work papers) used in preparing the Closing Date Statement or the Purchase Price Adjustment Statement, and cause the personnel of the Company to cooperate with the Contributors Representative DuPont and its representatives with respect to such review; provided, however, that the extent reasonably required (including by making personnel and its and their relevant representatives accountants of Buyer shall not be obliged to make any work papers available to Contributors Representative DuPont or its representatives except in accordance with such accountants’ normal disclosure procedures and its representatives), then only after such Person has signed a customary agreement relating to such access to work papers in each case for the purposes of the reasonable review form and objection right and dispute and allocation substance reasonably acceptable to such accountants. (v) The process contemplated set forth in this Section 1.6 2.3(b) shall be the exclusive remedy of DuPont and at Buyer for any disputes related to the Contributors’ expenseClosing Adjustment Amounts.

Post-Closing Purchase Price Determination. (a) After Closing, Buyer GTY shall prepare and, within ninety (90) days after Closing, Buyer GTY shall deliver to the Contributors OC Holders’ Representative, a statement (together with reasonable supporting documentation) setting forth BuyerGTY’s determination of (i) Closing Date Working Capital, Cash and (ii) Closing Date Cash, (iii) Closing Date Debt and (iv) the Transaction Costs Indebtedness (the “Purchase Price Adjustment Statement”). (b) Following the Closing Date, the Company shall permit the OC Holders’ Representative and its counsel, accountants and other advisors reasonable access (during normal business hours, with the right to make copies) to the financial and other relevant books and records of the Company and its Subsidiaries, in each case for the purposes of the review and objection right and dispute process contemplated in this Section 1.5. Notwithstanding the foregoing provisions of this Section 1.5(b), the Company shall not be required to, or to cause any of its Subsidiaries or Affiliates to, grant access to or furnish information to the OC Holders’ Representative to the extent that (a) such information is subject to an attorney/client or attorney work product privilege or (b) such access or the furnishing of such information is prohibited by applicable Law. (c) If the Contributors OC Holders’ Representative disagrees with the Purchase Price Adjustment Statement, the Contributors OC Holders’ Representative shall notify Buyer GTY in writing of such disagreement within thirty (30) days after delivery of the Purchase Price Adjustment Statement, which notice shall describe in reasonable detail the nature of such disagreement, including the specific items involved, involved and the dollar amounts thereof and the calculations associated with the disputed items (a “Purchase Price Dispute Notice”). Any component of BuyerGTY’s Purchase Price Adjustment Statement that is not the subject of an objection by the Contributors OC Holders’ Representative shall be final and binding on the Parties and deemed to be part of the Final Purchase Price Adjustment Statement. If the Contributors OC Holders’ Representative does not deliver a Purchase Price Dispute Notice within such thirty (30)-day 30-day period, or if the Contributors Representative otherwise earlier notifies Buyer in writing that the Contributors Representative has no disputes or objections to the Purchase Price Adjustment Statement, the Purchase Price Adjustment Statement, as delivered by Buyer GTY to the Contributors OC Holders’ Representative, shall be the Final Purchase Price Adjustment Statement. If the Contributors OC Holders’ Representative does deliver a Purchase Price Dispute Notice within such thirty (30)-day 30-day period (the aggregate amount in dispute as set forth in the Purchase Price Dispute Notice, the “Disputed Amounts”), then the Disputed Amounts shall be resolved pursuant to Section 1.6(c1.5(d). (cd) Buyer GTY and the Contributors OC Holders’ Representative shall negotiate in good faith to resolve any Disputed Amounts and, if the Parties are able to resolve some or all Disputed Amounts (the Disputed Amounts so resolved during such periodAmounts, the “Resolved Items”), such Resolved Items will be final, conclusive and binding on the Parties and the Purchase Price Adjustment Statement shall be Statement, as modified to reflect such resolution of the Resolved Items (and for the avoidance of doubtresolution, if all prior Disputed Amounts have been so resolved, then such modified Purchase Price Adjustment Statement shall be the Final Purchase Price Adjustment Statement). If Buyer GTY and the Contributors OC Holders’ Representative are unable to resolve all Disputed Amounts within twenty (20) days after delivery of the Contributors OC Holders’ Representative’s Purchase Price Dispute Notice, then the unresolved Disputed Amounts shall be referred for final determination to an independent accounting firm a mutually agreeable to all Parties (such firm, or another firm appointed pursuant to this Section 1.6, the “Accounting Arbitrator”), within fifteen (15) days after the end of such twenty (20)-day period. If such independent accounting firm has any material relationship with Xxxxx, the Contributors or any of their respective Affiliates, or is otherwise unwilling or unable to serve, Buyer and the Contributors Representative shall jointly appoint as the Accounting Arbitrator a different agreed upon nationally recognized firm of independent certified public accountants, which does not have any material relationship with BuyerGTY, the Contributors OC Holders’ Representative or any of their respective AffiliatesAffiliates (such firm, or any successor thereto, the “Accounting Arbitrator”) within fifteen (15) days after the end of such 20-day period. If Xxxxx GTY and the Contributors OC Holders’ Representative are unable to agree upon an alternative Accounting Arbitrator within such fifteen (15)-day 15-day period, then the Accounting Arbitrator shall be an accounting firm of national standing designated by the American Arbitration Association (in New York, New York which does not have any material relationship with BuyerGTY, the Contributors OC Holders’ Representative or any of their respective Affiliates). The Contributors OC Holders’ Representative and Xxxxx GTY shall execute any agreement reasonably required by the Accounting Arbitrator for its engagement hereunder. The Accounting Arbitrator shall consider only those Disputed Amounts which Buyer GTY and the Contributors OC Holders’ Representative have been unable to resolve. The Accounting Arbitrator will act as an arbitrator expert (not an expertarbitrator) and may select as a resolution the position of either Buyer GTY or the Contributors OC Holders’ Representative for each Disputed Amount (based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review) or may impose an alternative resolution which cannot be higher than the highest value or lower than the lowest value presented by each Party for a disputed amount. The Accounting Arbitrator shall deliver to Buyer GTY and the Contributors OC Holders’ Representative, as promptly as practicable, and in any event within forty-five (45) days after its appointment, a written report setting forth the resolution of such Disputed Amounts. Such report shall be final and binding upon the Parties, and the determination of the Accounting Arbitrator 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 over the Party against which such determination is to be enforced. In selecting such resolution, the Accounting Arbitrator shall rely solely on the terms of this Agreement and on written submissions and supporting material provided by Xxxxx GTY and the Contributors OC Holders’ Representative, and at the Accounting Arbitrator’s election, pursuant to responses provided by Xxxxx the GTY and the Contributors OC Holders’ Representative to inquiries posed by the Accounting Arbitrator’s review of the foregoing, but not pursuant to an independent review. Upon the decision of the Accounting Arbitrator, the Purchase Price Adjustment Statement, as adjusted to the extent necessary to reflect the Accounting Arbitrator’s decision (and as otherwise adjusted in accordance with this Article I), shall be the Final Purchase Price Adjustment Statement. The fees, costs and expenses of the Accounting Arbitrator shall be allocated to and borne by Xxxxx, GTY and the OC Holders’ Representative (solely on behalf of the one hand, and Contributors, on the other hand, OC Holders) based on the inverse of the percentage that the Accounting Arbitrator’s determination (before such allocation) bears to the Disputed Amount as originally submitted to the Accounting Arbitrator. For example, should the items in dispute total in amount to $1,000 and the Accounting Arbitrator awards $600 in favor of the Contributors OC Holders’ Representative’s position, 60% of the costs of its review would be borne by Xxxxx GTY and 40% of the costs would be borne by Contributors. (d) Following the delivery OC Holders’ Representative. Notwithstanding anything herein to the contrary, no resolution of any Disputed Amount or any facts, circumstances or events giving rise to any such Disputed Amount, whether by the Purchase Price Adjustment StatementAccounting Arbitrator otherwise, Buyer shall cause the Company to permit the Contributors Representative and its counsel, accountants and other advisors reasonable access (during normal business hours, with limit the right of any party to make copies) assert and prevail on a claim for a breach of a representation or warranty hereunder pursuant to the financial and other relevant books and records of the Company (including the accounting working papers in the Company’s possession; provided that the party requesting work papers has executed and delivered any non-reliance, release or other agreements customarily required by the accounting firm that prepared such work papers) used in preparing the Closing Date Statement or the Purchase Price Adjustment Statement, and cause the personnel of the Company to cooperate with the Contributors Representative and its representatives to the extent reasonably required (including by making personnel and its and their relevant representatives available to Contributors Representative and its representatives), in each case for the purposes of the reasonable review and objection right and dispute and allocation process contemplated in this Section 1.6 and at the Contributors’ expenseArticle 7.

Post-Closing Purchase Price Determination. (a) After Closing, Buyer GTY shall prepare and, within ninety (90) days after Closing, Buyer GTY shall deliver to the Contributors OC Holders’ Representative, a statement (together with reasonable supporting documentation) setting forth BuyerGTY’s determination of (i) Closing Date Working Capital, Cash and (ii) Closing Date Cash, (iii) Closing Date Debt and (iv) the Transaction Costs Indebtedness (the “Purchase Price Adjustment Statement”, and as finally determined in accordance with this Section 1.5, the “Final Purchase Price Adjustment Statement”). (b) Following the Closing Date, the Company shall permit the OC Holders’ Representative and its counsel, accountants and other advisors reasonable access (during normal business hours, with the right to make copies) to the financial and other relevant books and records of the Company and its Subsidiaries, in each case for the purposes of the review and objection right and dispute process contemplated in this Section 1.5. Notwithstanding the foregoing provisions of this Section 1.5(b), the Company shall not be required to, or to cause any of its Subsidiaries or Affiliates to, grant access to or furnish information to the OC Holders’ Representative to the extent that (a) such information is subject to an attorney/client or attorney work product privilege or (b) such access or the furnishing of such information is prohibited by applicable Law. TABLE OF CONTENTS (c) If the Contributors OC Holders’ Representative disagrees with the Purchase Price Adjustment Statement, the Contributors OC Holders’ Representative shall notify Buyer GTY in writing of such disagreement within thirty (30) days after delivery of the Purchase Price Adjustment Statement, which notice shall describe in reasonable detail the nature of such disagreement, including the specific items involved, involved and the dollar amounts thereof and the calculations associated with the disputed items (a “Purchase Price Dispute Notice”). Any component of BuyerGTY’s Purchase Price Adjustment Statement that is not the subject of an objection by the Contributors OC Holders’ Representative shall be final and binding on the Parties and deemed to be part of the Final Purchase Price Adjustment Statement. If the Contributors OC Holders’ Representative does not deliver a Purchase Price Dispute Notice within such thirty (30)-day 30-day period, or if the Contributors Representative otherwise earlier notifies Buyer in writing that the Contributors Representative has no disputes or objections to the Purchase Price Adjustment Statement, the Purchase Price Adjustment Statement, as delivered by Buyer GTY to the Contributors OC Holders’ Representative, shall be the Final Purchase Price Adjustment Statement. If the Contributors OC Holders’ Representative does deliver a Purchase Price Dispute Notice within such thirty (30)-day 30-day period (the aggregate amount in dispute as set forth in the Purchase Price Dispute Notice, the “Disputed Amounts”), then the Disputed Amounts shall be resolved pursuant to Section 1.6(c1.5(d). (cd) Buyer GTY and the Contributors OC Holders’ Representative shall negotiate in good faith to resolve any Disputed Amounts and, if the Parties are able to resolve some or all Disputed Amounts (the Disputed Amounts so resolved during such periodAmounts, the “Resolved Items”), such Resolved Items will be final, conclusive and binding on the Parties and the Purchase Price Adjustment Statement shall be Statement, as modified to reflect such resolution of the Resolved Items (and for the avoidance of doubtresolution, if all prior Disputed Amounts have been so resolved, then such modified Purchase Price Adjustment Statement shall be the Final Purchase Price Adjustment Statement). If Buyer GTY and the Contributors OC Holders’ Representative are unable to resolve all Disputed Amounts within twenty (20) days after delivery of the Contributors OC Holders’ Representative’s Purchase Price Dispute Notice, then the unresolved Disputed Amounts shall be referred for final determination to an independent accounting firm a mutually agreeable to all Parties (such firm, or another firm appointed pursuant to this Section 1.6, the “Accounting Arbitrator”), within fifteen (15) days after the end of such twenty (20)-day period. If such independent accounting firm has any material relationship with Xxxxx, the Contributors or any of their respective Affiliates, or is otherwise unwilling or unable to serve, Buyer and the Contributors Representative shall jointly appoint as the Accounting Arbitrator a different agreed upon nationally recognized firm of independent certified public accountants, which does not have any material relationship with BuyerGTY, the Contributors OC Holders’ Representative or any of their respective AffiliatesAffiliates (such firm, or any successor thereto, the “Accounting Arbitrator”) within fifteen (15) days after the end of such 20-day period. If Xxxxx GTY and the Contributors OC Holders’ Representative are unable to agree upon an alternative Accounting Arbitrator within such fifteen (15)-day 15-day period, then the Accounting Arbitrator shall be an accounting firm of national standing designated by the American Arbitration Association (in New York, New York which does not have any material relationship with BuyerGTY, the Contributors OC Holders’ Representative or any of their respective Affiliates). The Contributors OC Holders’ Representative and Xxxxx GTY shall execute any agreement reasonably required by the Accounting Arbitrator for its engagement hereunder. The Accounting Arbitrator shall consider only those Disputed Amounts which Buyer GTY and the Contributors OC Holders’ Representative have been unable to resolve. The Accounting Arbitrator will act as an arbitrator expert (not an expertarbitrator) and may select as a resolution the position of either Buyer GTY or the Contributors OC Holders’ Representative for each Disputed Amount (based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review) or may impose an alternative resolution which cannot be higher than the highest value or lower than the lowest value presented by each Party for a disputed amount. The Accounting Arbitrator shall deliver to Buyer GTY and the Contributors OC Holders’ Representative, as promptly as practicable, and in any event within forty-five (45) days after its appointment, a written report setting forth the resolution of such Disputed Amounts. Such report shall be final and binding upon the Parties, and the determination of the Accounting Arbitrator 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 over the Party against which such determination is to be enforced. In selecting such resolution, the Accounting Arbitrator shall rely solely on the terms of this Agreement and on written submissions and supporting material provided by Xxxxx GTY and the Contributors OC Holders’ Representative, and at the Accounting Arbitrator’s election, pursuant to responses provided by Xxxxx the GTY and the Contributors OC Holders’ Representative to inquiries posed by the Accounting Arbitrator’s review of the foregoing, but not pursuant to an independent review. Upon the decision of the Accounting Arbitrator, the Purchase Price Adjustment Statement, as adjusted to the extent necessary to reflect the Accounting Arbitrator’s decision (and as otherwise adjusted in accordance with this Article I), shall be the Final Purchase Price Adjustment Statement. The fees, costs and expenses of the Accounting Arbitrator shall be allocated to and borne by Xxxxx, GTY and the OC Holders’ Representative (solely on behalf of the one hand, and Contributors, on the other hand, OC Holders) based on the inverse of the percentage that the Accounting Arbitrator’s determination (before such allocation) bears to the Disputed Amount as originally submitted to the Accounting Arbitrator. For example, should the items in dispute total in amount to $1,000 and the Accounting Arbitrator awards $600 in favor of the Contributors OC Holders’ Representative’s position, 60% of the costs of its review would be borne by Xxxxx GTY and 40% of the costs would be borne by Contributors. (d) Following the delivery OC Holders’ Representative. Notwithstanding anything herein to the contrary, TABLE OF CONTENTS​​​ no resolution of any Disputed Amount or any facts, circumstances or events giving rise to any such Disputed Amount, whether by the Purchase Price Adjustment StatementAccounting Arbitrator otherwise, Buyer shall cause the Company to permit the Contributors Representative and its counsel, accountants and other advisors reasonable access (during normal business hours, with limit the right of any party to make copies) assert and prevail on a claim for a breach of a representation or warranty hereunder pursuant to the financial and other relevant books and records of the Company (including the accounting working papers in the Company’s possession; provided that the party requesting work papers has executed and delivered any non-reliance, release or other agreements customarily required by the accounting firm that prepared such work papers) used in preparing the Closing Date Statement or the Purchase Price Adjustment Statement, and cause the personnel of the Company to cooperate with the Contributors Representative and its representatives to the extent reasonably required (including by making personnel and its and their relevant representatives available to Contributors Representative and its representatives), in each case for the purposes of the reasonable review and objection right and dispute and allocation process contemplated in this Section 1.6 and at the Contributors’ expenseArticle 7.

Post-Closing Purchase Price Determination. (a) After Closing, Buyer GTY shall prepare and, within ninety (90) days after Closing, Buyer GTY shall deliver to the Contributors Sherpa Holders’ Representative, a statement (together with reasonable supporting documentation) setting forth BuyerGTY’s determination of (i) Closing Date Working Capital, Cash and (ii) Closing Date Cash, (iii) Closing Date Debt and (iv) the Transaction Costs Indebtedness (the “Purchase Price Adjustment Statement”). (b) Following the Closing Date, the Company shall permit the Sherpa Holders’ Representative and its counsel, accountants and other advisors reasonable access (during normal business hours, with the right to make copies) to the financial and other relevant books and records of the Company and its Subsidiaries, in each case for the purposes of the review and objection right and dispute process contemplated in this Section 1.4. Notwithstanding the foregoing provisions of this Section 1.4(b), the Company shall not be required to, or to cause any of its Subsidiaries or Affiliates to, grant access to or furnish information to the Sherpa Holders’ Representative to the extent that (a) such information is subject to an attorney/client or attorney work product privilege or (b) such access or the furnishing of such information is prohibited by applicable Law. (c) If the Contributors Sherpa Holders’ Representative disagrees with the Purchase Price Adjustment Statement, the Contributors Sherpa Holders’ Representative shall notify Buyer GTY in writing of such disagreement within thirty (30) days after delivery of the Purchase Price Adjustment Statement, which notice shall describe in reasonable detail the nature of such disagreement, including the specific items involved, involved and the dollar amounts thereof and the calculations associated with the disputed items (a “Purchase Price Dispute Notice”). Any component of BuyerGTY’s Purchase Price Adjustment Statement that is not the subject of an objection by the Contributors Sherpa Holders’ Representative shall be final and binding on the Parties and deemed to be part of the Final Purchase Price Adjustment Statement. If the Contributors Sherpa Holders’ Representative does not deliver a Purchase Price Dispute Notice within such thirty (30)-day 30-day period, or if the Contributors Representative otherwise earlier notifies Buyer in writing that the Contributors Representative has no disputes or objections to the Purchase Price Adjustment Statement, the Purchase Price Adjustment Statement, as delivered by Buyer GTY to the Contributors Sherpa Holders’ Representative, shall be the Final Purchase Price Adjustment Statement. If the Contributors Sherpa Holders’ Representative does deliver a Purchase Price Dispute Notice within such thirty (30)-day 30-day period (the aggregate amount in dispute as set forth in the Purchase Price Dispute Notice, the “Disputed Amounts”), then the Disputed Amounts shall be resolved pursuant to Section 1.6(c1.4(d). (cd) Buyer GTY and the Contributors Sherpa Holders’ Representative shall negotiate in good faith to resolve any Disputed Amounts and, if the Parties are able to resolve some or all Disputed Amounts (the Disputed Amounts so resolved during such periodAmounts, the “Resolved Items”), such Resolved Items will be final, conclusive and binding on the Parties and the Purchase Price Adjustment Statement shall be Statement, as modified to reflect such resolution of the Resolved Items (and for the avoidance of doubtresolution, if all prior Disputed Amounts have been so resolved, then such modified Purchase Price Adjustment Statement shall be the Final Purchase Price Adjustment Statement). If Buyer GTY and the Contributors Sherpa Holders’ Representative are unable to resolve all Disputed Amounts within twenty (20) days after delivery of the Contributors Sherpa Holders’ Representative’s Purchase Price Dispute Notice, then the unresolved Disputed Amounts shall be referred for final determination to an independent accounting firm a mutually agreeable to all Parties (such firm, or another firm appointed pursuant to this Section 1.6, the “Accounting Arbitrator”), within fifteen (15) days after the end of such twenty (20)-day period. If such independent accounting firm has any material relationship with Xxxxx, the Contributors or any of their respective Affiliates, or is otherwise unwilling or unable to serve, Buyer and the Contributors Representative shall jointly appoint as the Accounting Arbitrator a different agreed upon nationally recognized firm of independent certified public accountants, which does not have any material relationship with Buyer, GTY the Contributors Sherpa Holders’ Representative or any of their respective AffiliatesAffiliates (such firm, or any successor thereto, the “Accounting Arbitrator”) within fifteen (15) days after the end of such 20-day period. If Xxxxx GTY and the Contributors Sherpa Holders’ Representative are unable to agree upon an alternative Accounting Arbitrator within such fifteen (15)-day 15-day period, then the Accounting Arbitrator shall be an accounting firm of national standing designated by the American Arbitration Association (in New York, New York which does not have any material relationship with BuyerGTY, the Contributors Sherpa Holders’ Representative or any of their respective Affiliates). The Contributors Sherpa Holders’ Representative and Xxxxx GTY shall execute any agreement reasonably required by the Accounting Arbitrator for its engagement hereunder. The Accounting Arbitrator shall consider only those Disputed Amounts which Buyer GTY and the Contributors Sherpa Holders’ Representative have been unable to resolve. The Accounting Arbitrator will act as an arbitrator (not an expert) and may select as a resolution the position of either Buyer GTY or the Contributors Sherpa Holders’ Representative for each Disputed Amount (based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review) or may impose an alternative resolution which cannot be higher than the highest value or lower than the lowest value presented by each Party for a disputed amount. The Accounting Arbitrator shall deliver to Buyer GTY and the Contributors Sherpa Holders’ Representative, as promptly as practicable, and in any event within forty-five (45) days after its appointment, a written report setting forth the resolution of such Disputed Amounts. Such report shall be final and binding upon the Parties, and the determination of the Accounting Arbitrator 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 over the Party against which such determination is to be enforced. In selecting such resolution, the Accounting Arbitrator shall rely solely on the terms of this Agreement and on written submissions and supporting material provided by Xxxxx GTY and the Contributors Sherpa Holders’ Representative, and at the Accounting Arbitrator’s election, pursuant to responses provided by Xxxxx the GTY and the Contributors Sherpa Holders’ Representative to inquiries posed by the Accounting Arbitrator’s review of the foregoing, but not pursuant to an independent review. Upon the decision of the Accounting Arbitrator, the Purchase Price Adjustment Statement, as adjusted to the extent necessary to reflect the Accounting Arbitrator’s decision (and as otherwise adjusted in accordance with this Article I1), shall be the Final Purchase Price Adjustment Statement. The fees, costs and expenses of the Accounting Arbitrator shall be allocated to and borne by Xxxxx, on GTY and the one hand, and Contributors, on the other hand, Sherpa Holders’ Representative based on the inverse of the percentage that the Accounting Arbitrator’s determination (before such allocation) bears to the Disputed Amount as originally submitted to the Accounting Arbitrator. For example, should the items in dispute total in amount to $1,000 and the Accounting Arbitrator awards $600 in favor of the Contributors Representative’s Sherpa Holders position, 60% of the costs of its review would be borne by Xxxxx GTY and 40% of the costs would be borne by Contributors. (d) Following the delivery Sherpa Holders. Notwithstanding anything herein to the contrary, no resolution of any Disputed Amount or any facts, circumstances or events giving rise to any such Disputed Amount, whether by the Purchase Price Adjustment StatementAccounting Arbitrator otherwise, Buyer shall cause the Company to permit the Contributors Representative and its counsel, accountants and other advisors reasonable access (during normal business hours, with limit the right of any party to make copies) assert and prevail on a claim for a breach of a representation or warranty hereunder pursuant to the financial and other relevant books and records of the Company (including the accounting working papers in the Company’s possession; provided that the party requesting work papers has executed and delivered any non-reliance, release or other agreements customarily required by the accounting firm that prepared such work papers) used in preparing the Closing Date Statement or the Purchase Price Adjustment Statement, and cause the personnel of the Company to cooperate with the Contributors Representative and its representatives to the extent reasonably required (including by making personnel and its and their relevant representatives available to Contributors Representative and its representatives), in each case for the purposes of the reasonable review and objection right and dispute and allocation process contemplated in this Section 1.6 and at the Contributors’ expenseArticle 8.

Post-Closing Purchase Price Determination. (a) After Closing, Buyer shall prepare and, within ninety (90) days after Closing, Buyer shall deliver to the Contributors Representative, a statement setting forth Buyer’s determination of (i) Closing Date Working Capital, (ii) Closing Date Cash, (iii) Closing Date Debt and (iv) the Transaction Costs (the “Purchase Price Adjustment Statement”). (b) If the Contributors Representative disagrees with the Purchase Price Adjustment Statement, the Contributors Representative shall notify Buyer in writing of such disagreement within thirty (30) days after delivery of the Purchase Price Adjustment Statement, which notice shall describe in reasonable detail the nature of such disagreement, including the specific items involved, the dollar amounts thereof and the calculations associated with the disputed items (a “Purchase Price Dispute Notice”). Any component of Buyer’s Purchase Price Adjustment Statement that is not the subject of an objection by the Contributors Representative shall be final and binding on the Parties and deemed to be part of the Final Purchase Price Adjustment Statement. If the Contributors Representative does not deliver a Purchase Price Dispute Notice within such thirty (30)-day period, or if the Contributors Representative otherwise earlier notifies Buyer in writing that the Contributors Representative has no disputes or objections to the Purchase Price Adjustment Statement, the Purchase Price Adjustment Statement, as delivered by Buyer to the Contributors Representative, shall be the Final Purchase Price Adjustment Statement. If the Contributors Representative does deliver a Purchase Price Dispute Notice within such thirty (30)-day period (the aggregate amount in dispute as set forth in the Purchase Price Dispute Notice, the “Disputed Amounts”), then the Disputed Amounts shall be resolved pursuant to Section 1.6(c). (c) Buyer and the Contributors Representative shall negotiate in good faith to resolve any Disputed Amounts and, if the Parties are able to resolve some or all Disputed Amounts (the Disputed Amounts so resolved during such period, the “Resolved Items”), such Resolved Items will be final, conclusive and binding on the Parties and the Purchase Price Adjustment Statement shall be modified to reflect such resolution of the Resolved Items (and for the avoidance of doubt, if all prior Disputed Amounts have been so resolved, then such modified Purchase Price Adjustment Statement shall be the Final Purchase Price Adjustment Statement). If Buyer and the Contributors Representative are unable to resolve all Disputed Amounts within twenty (20) days after delivery of the Contributors Representative’s Purchase Price Dispute Notice, then the unresolved Disputed Amounts shall be referred for final determination to an independent accounting firm mutually agreeable to all Parties (such firm, or another firm appointed pursuant to this Section 1.6, the “Accounting Arbitrator”), within fifteen (15) days after the end of such twenty (20)-day period. If such independent accounting firm has any material relationship with Xxxxx, the Contributors or any of their respective Affiliates, or is otherwise unwilling or unable to serve, Buyer and the Contributors Representative shall jointly appoint as the Accounting Arbitrator a different nationally recognized firm of independent certified public accountants, which does not have any material relationship with Buyer, the Contributors Representative or any of their respective Affiliates. If Xxxxx and the Contributors Representative are unable to agree upon an alternative Accounting Arbitrator within such fifteen (15)-day period, then the Accounting Arbitrator shall be an accounting firm of national standing designated by the American Arbitration Association (which does not have any material relationship with Buyer, the Contributors Representative or any of their respective Affiliates). The Contributors Representative and Xxxxx shall execute any agreement reasonably required by the Accounting Arbitrator for its engagement hereunder. The Accounting Arbitrator shall consider only those Disputed Amounts which Buyer and the Contributors Representative have been unable to resolve. The Accounting Arbitrator will act as an arbitrator (not an expert) and may select as a resolution the position of either Buyer or the Contributors Representative for each Disputed Amount (based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review) or may impose an alternative resolution which cannot be higher than the highest value or lower than the lowest value presented by each Party for a disputed amount. The Accounting Arbitrator shall deliver to Buyer and the Contributors Representative, as promptly As soon as practicable, and but in any no event within later than forty-five (45) days after the Closing Date, Seller shall deliver to Buyer (together with reasonable backup materials) a statement (the “Preliminary Net Working Capital Statement”), prepared by Seller in accordance with the Accounting Principles and in substantially the same format as the Estimated Statement, containing a reasonably detailed calculation by Seller of the Closing Net Working Capital. (ii) If Buyer disagrees with Seller’s calculation of the Closing Net Working Capital as set forth in the Preliminary Net Working Capital Statement, Buyer shall promptly, but in no event later than forty-five (45) days after receiving the Preliminary Net Working Capital Statement (the “Review Period”) deliver to Seller written notice (the “Dispute Notice”) describing its appointmentdispute by specifying those items or amounts as to which Buyer disagrees, together with Buyer’s determination of such disputed items and amounts (the “Disputed Items”). If Buyer either gives notice that it agrees with Seller’s calculation of the Closing Net Working Capital as set forth in the Preliminary Net Working Capital Statement or fails to deliver a written report setting Dispute Notice within the Review Period, Seller and Buyer agree that the Preliminary Net Working Capital Statement shall be deemed to set forth the resolution Closing Net Working Capital with respect to those items that have been agreed upon or for which Buyer shall have failed to deliver a Dispute Notice (and shall constitute the Final Net Working Capital). If Buyer delivers a Dispute Notice to Seller within the Review Period, Buyer and Seller will use good faith efforts to resolve the dispute during the thirty (30)-day period commencing on the date Buyer delivers the Dispute Notice to Seller. If Seller and Buyer are not able to resolve all Disputed Items within such thirty (30)-day period, then either party shall have the right to submit the Disputed Items remaining in dispute following the expiration of such Disputed Amountsthirty (30)-day period to the New York, New York office of Xxxxx Xxxxxxxx LLP, or if Xxxxx Xxxxxxxx LLP is unwilling to serve, another mutually acceptable internationally recognized independent accounting firm (the “Accounting Firm”). Such report shall be final and binding upon the Parties, and the determination of Subject to the Accounting Arbitrator shall constitute an arbitral award that is final, binding and non-appealable and upon which Firm’s execution of a judgment may be entered by a court having jurisdiction over the Party against which such determination is to be enforced. In selecting such resolutioncustomary confidentiality agreement, the Accounting Arbitrator Firm shall rely be given reasonable access to all relevant records of the FH Business to calculate the Closing Net Working Capital. If any remaining Disputed Items are submitted to the Accounting Firm for resolution, each of Buyer and Seller shall submit to the Accounting Firm (with a copy to the other party) a written memorandum setting forth such party’s positions with respect to such Disputed Items and may include with such submission reasonable backup materials. The Accounting Firm shall calculate, based solely on the terms of this Agreement and on written submissions and supporting material provided by Xxxxx and the Contributors Representative, and at the Accounting Arbitrator’s election, pursuant to responses provided by Xxxxx and the Contributors Representative to inquiries posed by the Accounting Arbitrator’s review of the foregoing, but not pursuant to an independent review. Upon the decision of the Accounting Arbitrator, the Purchase Price Adjustment Statement, as adjusted to the extent necessary to reflect the Accounting Arbitrator’s decision (and as otherwise adjusted in accordance with this Article I), shall be the Final Purchase Price Adjustment Statement. The fees, costs and expenses of the Accounting Arbitrator shall be allocated to and borne by XxxxxSeller, on the one hand, and ContributorsBuyer, on the other hand, based and not by independent investigation, the Closing Net Working Capital and shall be instructed that its calculation (A) must be made in accordance with the Accounting Principles and Section 2.3(a) of the Seller’s Disclosure Letter, and (B) with respect to each item in dispute, must be within the range of values established for such amount as determined by reference to the value assigned to such amount by Buyer in the Dispute Notice and by Seller in the Preliminary Net Working Capital Statement. The Accounting Firm shall submit such calculation to Seller and Buyer as soon as practicable, but in any event within thirty (30) days after the remaining issues in dispute are submitted to the Accounting Firm. The determination by the Accounting Firm of the Closing Net Working Capital, as set forth in a written notice delivered to Buyer and Seller by the Accounting Firm in accordance with this Agreement, will be binding and conclusive on Buyer and Seller, except in cases of fraud or manifest error. A judgment on the inverse determination made by the Accounting Firm pursuant to this Section 2.3(b) may be entered in and enforced by any court having jurisdiction thereover. The Closing Net Working Capital as determined after all disputes have been resolved in accordance with this Section 2.3(b)(ii) is referred to herein as the “Final Net Working Capital”. (iii) The costs and expenses of the percentage Accounting Firm shall be borne by Buyer in the proportion that the aggregate dollar amount of the items that are successfully disputed by Seller (as finally determined by the Accounting Arbitrator’s determination (before such allocationFirm) bears to the Disputed Amount as originally aggregate dollar amount of the items submitted to the Accounting Arbitrator. For example, should Firm and by Seller in the proportion that the aggregate dollar amount of the disputed items that are unsuccessfully disputed by Buyer (as finally determined by the Accounting Firm) bears to the aggregate dollar amount of the items in dispute total in amount submitted to $1,000 and the Accounting Arbitrator awards $600 in favor of the Contributors Representative’s position, 60% of the costs Firm. The Accounting Firm shall include such apportionment of its review would be borne by Xxxxx fees and 40% of the costs would be borne by Contributorsexpenses in its determination. (div) Following the delivery In connection with Buyer’s review of the Purchase Price Adjustment Preliminary Net Working Capital Statement, Buyer Seller shall cause the Company to permit the Contributors Representative and its counsel(i) provide reasonable access, accountants and other advisors reasonable access (during normal business hourshours and upon reasonable notice, with the right to make copies) its employees and all work papers, schedules, memoranda and other documents prepared or reviewed by Seller or any of its employees and accountants or other representatives which are relevant to the financial Preliminary Net Working Capital Statement (which access shall be provided promptly after request by Buyer and/or its representatives) and other relevant books (ii) use its reasonable best efforts to cause Seller’s independent accountant to communicate and records of the Company (including the accounting working papers in the Company’s possession; provided that the party requesting work papers has executed and delivered any non-reliance, release or other agreements customarily required by the accounting firm that prepared such work papers) used in preparing the Closing Date Statement or the Purchase Price Adjustment Statement, and cause the personnel of the Company to cooperate with the Contributors Representative Buyer and its representatives with respect to such review. The Review Period shall be extended by one day for each day that Seller is in breach of its obligations under the preceding sentence. (v) The process set forth in this Section 2.3(b) shall be the exclusive remedy of Seller and Buyer for any disputes related to the Closing Net Working Capital, provided that this clause (v) shall not preclude or impair the ability of any party to exercise any of its rights or remedies under Section 9.4 provided that no Person shall be entitled to indemnification under Section 9.4 for any Losses to the extent reasonably required (including by making personnel and its and their relevant representatives available to Contributors Representative and its representatives), such Losses represent amounts taken into account in each case for the purposes determination of the reasonable review and objection right and dispute and allocation process contemplated in this Section 1.6 and at the Contributors’ expenseFinal Net Working Capital.

Post-Closing Purchase Price Determination. (ai) After ClosingNo later than one hundred and twenty (120) days after the Closing Date (or, if any Local Closing has not occurred on or before the Closing Date, one hundred and twenty (120) days after the date of the last Local Closing to occur), Buyer shall prepare and, within ninety (90) days after Closing, Buyer shall and deliver to the Contributors Representative, SEE a statement setting forth Buyer’s determination of (i) Closing Date Working Capital, (ii) Closing Date Cash, (iii) Closing Date Debt and (iv) the Transaction Costs (the “Purchase Price Preliminary Adjustment Statement”), in substantially the same format as the Estimated Statement, containing (A) an unaudited combined balance sheet of the Diversey Business as of the Effective Time (excluding the Excluded Assets and the Retained Liabilities) prepared in good faith by Buyer in accordance with the Accounting Principles and (B) a reasonably detailed calculation by Buyer of (1) the Closing Net Working Capital of the Diversey Business prepared in accordance with Exhibit B, (2) the Closing Cash prepared in accordance with the Accounting Principles, (3) the Closing Indebtedness prepared in accordance with the Accounting Principles, (4) the Closing Seller Expenses, in each case of clauses (1) through (4), as of the Effective Time and in accordance with the definitions herein (the “Adjusted Closing Amounts”), and (5) the amount of Trapped Cash as of the Closing Date (specifying the jurisdiction and Transferred Diversey Company (or Subsidiary thereof) which owns such Trapped Cash), together with reasonable documentation supporting the basis of all such calculations. (bii) If the Contributors Representative SEE disagrees with Buyer’s calculation of the Purchase Price Adjusted Closing Amounts, SEE shall, no later than sixty (60) days after receiving the Preliminary Adjustment StatementStatement (the “Review Period”), deliver to Buyer written notice specifying those items or amounts as to which SEE disagrees, together with SEE’s determination of such disputed items and amounts and a reasonably detailed description for the Contributors Representative shall notify Buyer in writing basis of such disagreement (a “Dispute Notice”). If SEE either gives notice that it agrees with Buyer’s calculation of the Adjusted Closing Amounts or fails to deliver a Dispute Notice within the Review Period, Buyer and SEE agree that the Preliminary Adjustment Statement shall be deemed to set forth the Adjusted Closing Amounts with respect to those items that have been agreed upon or for which SEE shall have failed to deliver a Dispute Notice (and shall constitute the respective Final Adjusted Closing Amount). If SEE delivers a Dispute Notice to Buyer within the Review Period, SEE and Buyer will work together in good faith and use reasonable best efforts to resolve the dispute during the period of thirty (30) days commencing on the date SEE delivers the Dispute Notice to Buyer (and all such discussions related thereto shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule, and evidence of such discussions shall not be admissible in any future proceedings between the parties). If Buyer and SEE are not able to resolve all disputed items within such period of thirty (30) days, then either party shall have the right to submit the items or amounts in dispute following the expiration of such period of thirty (30) days to Hxxxxxxx Lxxxx, Inc., or if Hxxxxxxx Lxxxx, Inc. is unwilling to serve, another mutually acceptable internationally recognized independent accounting, valuation or consulting firm (the “Accounting Firm”). The Accounting Firm shall be given reasonable access to all relevant records of the Diversey Business, including the Buyer and its Subsidiaries (including the Transferred Diversey Companies and their Subsidiaries), and the Sellers (to the extent applicable) to calculate the Adjusted Closing Amounts. The Accounting Firm, acting as an expert and not as an arbitrator, shall make its determination based solely on written submissions provided by Buyer, on the one hand, and SEE, on the other hand, regarding their respective positions on the disputed matters, which written submissions shall be provided to the Accounting Firm, if at all, no later than ten (10) Business Days after the date of referral of the disputed matters to the Accounting Firm. A copy of all materials submitted to the Accounting Firm pursuant to the immediately preceding sentence shall be provided by Seller or Buyer, as applicable, to the other party concurrently with the submission thereof to the Accounting Firm. The Accounting Firm shall be instructed that its calculations must be made in accordance with the Accounting Principles, Exhibit B, and the standards and definitions in this Agreement and that Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either SEE or Buyer or less than the smallest value for such item claimed by either SEE or Buyer. SEE and Buyer shall instruct the Accounting Firm to deliver a written report resolving only the disputed matters and setting forth the basis for such resolution within thirty (30) days after delivery Buyer and SEE have submitted in writing (or have had the opportunity to submit in writing but have not submitted) their positions as to the disputed items. The determination by the Accounting Firm of the Purchase Price Adjustment StatementAdjusted Closing Amounts, which notice shall describe in reasonable detail the nature of such disagreement, including the specific items involved, the dollar amounts thereof and the calculations associated with the disputed items (a “Purchase Price Dispute Notice”). Any component of Buyer’s Purchase Price Adjustment Statement that is not the subject of an objection by the Contributors Representative shall be final and binding on the Parties and deemed to be part of the Final Purchase Price Adjustment Statement. If the Contributors Representative does not deliver a Purchase Price Dispute Notice within such thirty (30)-day period, or if the Contributors Representative otherwise earlier notifies Buyer in writing that the Contributors Representative has no disputes or objections to the Purchase Price Adjustment Statement, the Purchase Price Adjustment Statement, as delivered by Buyer to the Contributors Representative, shall be the Final Purchase Price Adjustment Statement. If the Contributors Representative does deliver a Purchase Price Dispute Notice within such thirty (30)-day period (the aggregate amount in dispute as set forth in a written report delivered to Buyer and SEE by the Purchase Price Dispute NoticeAccounting Firm in accordance with this Agreement, will be binding and conclusive on Buyer and SEE, absent manifest error. The Adjusted Closing Amounts as determined after all disputes have been resolved in accordance with this Section 2.4(a)(ii) are referred to herein collectively as the “Disputed Final Adjusted Closing Amounts”)” and individually as the “Final Closing Net Working Capital,” the “Final Closing Cash,” the “Final Closing Indebtedness,” and the “Final Closing Seller Expenses,” respectively. (iii) The costs and expenses of the Accounting Firm shall be borne by Buyer in the proportion that the aggregate dollar amount of the items that are successfully disputed by SEE (as finally determined by the Accounting Firm) bears to the aggregate dollar amount of the items submitted to the Accounting Firm and by SEE in the proportion that the aggregate dollar amount of the disputed items that are unsuccessfully disputed by SEE (as finally determined by the Accounting Firm) bears to the aggregate dollar amount of the items submitted to the Accounting Firm. The Accounting Firm shall include such apportionment of its fees and expenses in its report to Buyer and SEE. (iv) In connection with SEE’s review of the Preliminary Adjustment Statement, then Buyer shall (A) provide reasonable access, during normal business hours and upon reasonable notice, to its employees and all work papers, schedules, and other documents prepared or reviewed by Buyer or any of its employees and accountants or other representatives during the Disputed course of its review which are relevant to the Preliminary Adjustment Statement (which access shall be provided promptly after request by SEE or its representatives) and (B) use reasonable best efforts to cause Buyer’s independent accountant to communicate and cooperate with SEE and its representatives with respect to such review. (v) The process set forth set forth in this Section 2.4(a) and Section 2.4(b) for resolving disputes with respect to the calculation of Adjusted Closing Amounts shall be resolved pursuant the exclusive process of SEE and Buyer for all disputes related to Section 1.6(c). (c) Buyer and the Contributors Representative shall negotiate in good faith to resolve any Disputed Amounts andcalculation of Adjusted Closing Amounts; provided that, if the Parties are able to resolve some or all Disputed Amounts (the Disputed Amounts so resolved during such period, the “Resolved Items”), such Resolved Items will be final, conclusive and binding on the Parties and the Purchase Price Adjustment Statement shall be modified to reflect such resolution of the Resolved Items (and for the avoidance of doubt, if all prior Disputed Amounts have been so resolved, then such modified Purchase Price Adjustment Statement any underlying items shall still be the Final Purchase Price Adjustment Statement). If Buyer and the Contributors Representative are unable to resolve all Disputed Amounts within twenty (20) days after delivery of the Contributors Representative’s Purchase Price Dispute Notice, then the unresolved Disputed Amounts shall be referred for final determination to an independent accounting firm mutually agreeable to all Parties (such firm, or another firm appointed pursuant to this Section 1.6, the “Accounting Arbitrator”), within fifteen (15) days after the end of such twenty (20)-day period. If such independent accounting firm has any material relationship with Xxxxx, the Contributors or any of their respective Affiliates, or is otherwise unwilling or unable to serve, Buyer and the Contributors Representative shall jointly appoint as the Accounting Arbitrator a different nationally recognized firm of independent certified public accountants, which does not have any material relationship with Buyer, the Contributors Representative or any of their respective Affiliates. If Xxxxx and the Contributors Representative are unable to agree upon an alternative Accounting Arbitrator within such fifteen (15)-day period, then the Accounting Arbitrator shall be an accounting firm of national standing designated by the American Arbitration Association (which does not have any material relationship with Buyer, the Contributors Representative or any of their respective Affiliates). The Contributors Representative and Xxxxx shall execute any agreement reasonably required by the Accounting Arbitrator for its engagement hereunder. The Accounting Arbitrator shall consider only those Disputed Amounts which Buyer and the Contributors Representative have been unable to resolve. The Accounting Arbitrator will act as an arbitrator (not an expert) and may select as a resolution the position of either Buyer or the Contributors Representative for each Disputed Amount (based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review) or may impose an alternative resolution which cannot be higher than the highest value or lower than the lowest value presented by each Party for a disputed amount. The Accounting Arbitrator shall deliver to Buyer and the Contributors Representative, as promptly as practicable, and in any event within forty-five (45) days after its appointment, a written report setting forth the resolution of such Disputed Amounts. Such report shall be final and binding upon the Parties, and the determination of the Accounting Arbitrator 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 over the Party against which such determination is to be enforced. In selecting such resolution, the Accounting Arbitrator shall rely solely on the terms of this Agreement and on written submissions and supporting material provided by Xxxxx and the Contributors Representative, and at the Accounting Arbitrator’s election, pursuant to responses provided by Xxxxx and the Contributors Representative to inquiries posed by the Accounting Arbitrator’s review of the foregoing, but not pursuant to an independent review. Upon the decision of the Accounting Arbitrator, the Purchase Price Adjustment Statement, as adjusted subject to the extent necessary to reflect the Accounting Arbitrator’s decision (other remedies under this Agreement, including Article VI and as otherwise adjusted in accordance with this Article I)Section 8.4, shall be the Final Purchase Price Adjustment Statement. The fees, costs and expenses of the Accounting Arbitrator shall be allocated to and borne by Xxxxx, on the one hand, and Contributors, on the other hand, based on the inverse of the percentage that the Accounting Arbitrator’s determination (before such allocation) bears to the Disputed Amount as originally submitted to the Accounting Arbitrator. For example, should the items in dispute total in amount to $1,000 and the Accounting Arbitrator awards $600 in favor of the Contributors Representative’s position, 60% of the costs of its review would be borne by Xxxxx and 40% of the costs would be borne by Contributors. (d) Following the delivery of the Purchase Price Adjustment Statement, Buyer shall cause the Company to permit the Contributors Representative and its counsel, accountants and other advisors reasonable access (during normal business hours, with the right to make copies) to the financial and other relevant books and records of the Company (including the accounting working papers without duplication for amounts previously included in the Company’s possession; provided that the party requesting work papers has executed and delivered any non-reliance, release or other agreements customarily required by the accounting firm that prepared such work papers) used in preparing the Adjusted Closing Date Statement or the Purchase Price Adjustment Statement, and cause the personnel of the Company to cooperate with the Contributors Representative and its representatives to the extent reasonably required (including by making personnel and its and their relevant representatives available to Contributors Representative and its representatives), in each case for the purposes of the reasonable review and objection right and dispute and allocation process contemplated in this Section 1.6 and at the Contributors’ expenseAmounts.

Post-Closing Purchase Price Determination. (a) After ClosingWithin ninety (90) calendar days after the Closing Date, Buyer shall prepare and, within ninety (90) days after Closing, Buyer shall and deliver to the Contributors Representative, Sellers’ Representative a statement setting forth Buyer’s determination good faith calculation of (i) Closing Date Working Capital, (ii) the Closing Date Cash, (iii) Closing Date Debt Net Working Capital, the Closing Date Indebtedness, Unpaid Company Transaction Expenses and (iv) any resulting proposed adjustment to the Transaction Costs (Purchase Price, together with reasonable supporting documentation for such calculations. Such statement, as delivered to Sellers’ Representative, is referred to in this Agreement as the “Purchase Price Adjustment Statement”). (ba) If the Contributors Sellers’ Representative disagrees with any of Buyer’s calculations of the Closing Date Cash, Closing Date Net Working Capital, Closing Date Indebtedness, Unpaid Company Transaction Expenses or any resulting proposed adjustment to the Purchase Price Price, as set forth on the Adjustment Statement, the Contributors Sellers’ Representative shall notify Buyer in writing of such disagreement within thirty sixty (3060) calendar days after delivery of the Purchase Price Adjustment Statement, which Statement to Sellers’ Representative (an “Objection Dispute”). Any such notice of an Objection Dispute shall describe specify in reasonable detail the nature of such disagreement, including the specific items involved, the dollar amounts thereof and the calculations associated Objection Dispute so asserted with the disputed items (a “Purchase Price Dispute Notice”). Any component of Buyer’s Purchase Price Adjustment Statement that is not the subject of an objection by the Contributors Representative shall be final and binding on the Parties and deemed respect to be part of the Final Purchase Price Adjustment Statement. If the Contributors Representative does not deliver a Purchase Price Dispute Notice within such thirty (30)-day period, each item or if the Contributors Representative otherwise earlier notifies Buyer in writing that the Contributors Representative has no disputes or objections to the Purchase Price Adjustment Statement, the Purchase Price Adjustment Statement, as delivered by Buyer to the Contributors Representative, shall be the Final Purchase Price Adjustment Statement. If the Contributors Representative does deliver a Purchase Price Dispute Notice within such thirty (30)-day period (the aggregate amount in dispute as set forth in the Purchase Price Adjustment Statement and provide reasonable supporting detail with respect to Sellers’ Representative’s calculation of the Objection Dispute. The failure of Sellers’ Representative to deliver written notice of an Objection Dispute Notice, to Buyer within sixty (60) calendar days after delivery of the “Disputed Amounts”), then the Disputed Amounts Adjustment Statement to Sellers’ Representative shall be resolved pursuant to Section 1.6(c)deemed acceptance of the Adjustment Statement and the amounts set forth therein. (cb) Buyer and the Contributors Sellers’ Representative shall negotiate in good faith to resolve any Disputed Amounts and, if the Parties are able Objection Dispute and any resolution agreed to resolve some or all Disputed Amounts (the Disputed Amounts so resolved during such period, the “Resolved Items”), such Resolved Items will in writing by Buyer and Sellers’ Representative shall be final, conclusive final and binding on upon the Parties and the Purchase Price Adjustment Statement shall be modified to reflect such resolution of the Resolved Items (and for the avoidance of doubt, if all prior Disputed Amounts have been so resolved, then such modified Purchase Price Adjustment Statement shall be the Final Purchase Price Adjustment Statement)parties. If Buyer and the Contributors Sellers’ Representative are unable to resolve all Disputed Amounts Objection Disputes within twenty thirty (2030) calendar days after of delivery of the Contributors Representative’s Purchase Price Dispute Noticewritten notice of such Objection Disputes by Sellers’ Representative to Buyer, then the unresolved Disputed Amounts disputed matters shall be referred for final determination to an independent accounting firm mutually agreeable to all Parties (such firm, or another firm appointed pursuant to this Section 1.6, the “Accounting Arbitrator”), within fifteen (15) days after the end of such twenty (20)-day period. If such independent accounting firm has any material relationship with Xxxxx, the Contributors or any of their respective Affiliates, or is otherwise unwilling or unable to serve, Buyer and the Contributors Representative shall jointly appoint as the Accounting Arbitrator a different nationally recognized firm of independent certified public accountants, which does not have any material relationship with Buyer, the Contributors Representative or any of their respective Affiliates. If Xxxxx and the Contributors Representative are unable to agree upon an alternative Accounting Arbitrator within such fifteen (15)-day period, then the Accounting Arbitrator shall be an accounting firm of national standing designated by the American Arbitration Association (which does not have any material relationship with Buyer, the Contributors Representative or any of their respective Affiliates). The Contributors Representative and Xxxxx shall execute any agreement reasonably required by the Accounting Arbitrator for its engagement hereunder. The Accounting Arbitrator shall consider only those Disputed Amounts which Buyer be Ernst & Young LLP or, if such firm is unable or unwilling to so act, such other internationally recognized firm of independent public accountants that is not the independent auditor of (and the Contributors Representative have been unable to resolve. The Accounting Arbitrator will act as an arbitrator (does not an expert) and may select otherwise serve as a resolution the position of consultant to) either Buyer or Sellers’ Representative (or their respective Affiliates) as shall be agreed upon by Buyer and Sellers’ Representative in writing. Once selected, each of Buyer and Sellers’ Representative shall promptly deliver to the Contributors Representative for Accounting Arbitrator (with a copy to the other party) a written statement (an “Arbitration Statement”) setting forth their current positions as to the amounts underlying each Disputed Amount (based solely on presentations and supporting material provided by unresolved Objection Dispute, as of the Parties and not pursuant to any independent review) or may impose an alternative resolution which cannot be higher than the highest value or lower than the lowest value presented by each Party for a disputed amountdate of delivery of such Arbitration Statement. The Accounting Arbitrator shall deliver to only consider those items and amounts set forth in each party’s Arbitration Statement and must resolve all unresolved Objection Disputes in accordance with the terms and provisions of this Agreement. Buyer and Sellers’ Representative shall instruct the Contributors Representative, as promptly as practicable, and in any event within forty-five (45) days after its appointment, Accounting Arbitrator to deliver a written report setting forth the resolution of any unresolved Objection Disputes determined in accordance with this Section 2.04 within fifteen (15) business days following the date of delivery of the Arbitration Statements to the Accounting Arbitrator. In making its determination, the Accounting Arbitrator shall act as an expert and not as an arbitrator. The scope of the Accounting Arbitrator’s determination shall be limited to whether there were mathematical errors in the Adjustment Statement, whether the calculations of the Closing Date Cash, Closing Date Indebtedness, Closing Date Net Working Capital, Unpaid Company Transaction Expenses or any resulting proposed adjustment to the Purchase Price set forth therein were performed strictly in accordance with the Statement Principles and the definitions contained herein and therein, and the Accounting Arbitrator is not to make any other determination. The Accounting Arbitrator’s determination with respect to any unresolved Objection Dispute shall be within the range of values assigned by Buyer to such Disputed Amountsitem in the Adjustment Statement and by Sellers’ Representative to such item in the Objection Dispute. Such report of the Accounting Arbitrator shall be final and binding upon the Parties, and the determination of the Accounting Arbitrator 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 over the Party against which such determination is parties to be enforced. In selecting such resolution, the Accounting Arbitrator shall rely solely on the terms of this Agreement and on written submissions and supporting material provided by Xxxxx and the Contributors Representative, and at the Accounting Arbitrator’s election, pursuant to responses provided by Xxxxx and the Contributors Representative to inquiries posed by the Accounting Arbitrator’s review of the foregoing, but not pursuant to an independent reviewAgreement. Upon the agreement of Buyer and Sellers’ Representative or the decision of the Accounting Arbitrator, or if Sellers’ Representative fails to deliver written notice of an Objection Dispute to Buyer within the Purchase Price sixty (60)-day period provided in Section 2.04(b), the Adjustment Statement, as adjusted if necessary pursuant to the terms of this Agreement, shall be deemed to be the Adjustment Statement for purposes of calculating the Purchase Price Adjustment pursuant to this Section 2.04. Without limiting any rights the parties may have under Article XI and Section 8.03, Buyer and Sellers’ Representative agree that the procedure set forth in this Section 2.04 for resolving disputes with respect to the Adjustment Statement shall be the exclusive method for resolving any disputes with respect to Closing Date Cash, Closing Date Indebtedness, Closing Date Net Working Capital, Unpaid Company Transaction Expenses and any resulting proposed adjustment to the Purchase Price set forth in the Adjustment Statement and none of the Selling Parties or Buyer shall be entitled to indemnification for Damages pursuant to Article XI to the extent necessary taken into account in the determination of Closing Date Cash, Closing Date Indebtedness, Closing Date Net Working Capital, Unpaid Company Transaction Expenses and any resulting proposed adjustment to reflect the Accounting Arbitrator’s decision (and as otherwise adjusted in accordance with this Article I), shall be the Final Purchase Price set forth in the Adjustment Statement. The fees, costs and expenses Accounting Arbitrator will determine the allocation of the Accounting Arbitrator shall be allocated cost of its review and report to Sellers’ Representative and borne by Xxxxx, on the one hand, and Contributors, on the other hand, Buyer based on the inverse proportion of (x) the percentage that portion of the Accounting Arbitrator’s determination (before such allocation) successfully awarded to such party bears to (y) the Disputed Amount total amount of the Accounting Arbitrator’s determination (before such allocation) as originally submitted to the Accounting Arbitrator. For example, should the items in dispute total in amount to One Thousand Dollars ($1,000 1,000) and the Accounting Arbitrator awards Six Hundred Dollars ($600 600) in favor of the Contributors Sellers’ Representative’s position, sixty percent (60% %) of the costs of its the Accounting Arbitrator’s review would be borne by Xxxxx Buyer and forty percent (40% %) of the costs would be borne by ContributorsSellers’ Representative. Sellers’ Representative and Buyer shall pay the fees and expenses of the Accounting Arbitrator as so allocated. Buyer and Sellers’ Representative agree to execute, if requested by the Accounting Arbitrator, a reasonable engagement letter in customary form and shall cooperate with the Accounting Arbitrator and promptly provide documents and information reasonably requested by the Accounting Arbitrator so as to enable it to make its determination as quickly and as accurately as practicable. (dc) Following (i) If the delivery of Closing Date Net Working Capital as finally determined pursuant to Section 2.04(b) or (c) (the “Final Closing Date Net Working Capital”) is greater than the Working Capital Target, then the Purchase Price Adjustment Statement, Buyer shall cause the Company to permit the Contributors Representative and its counsel, accountants and other advisors reasonable access (during normal business hours, with the right to make copies) to the financial and other relevant books and records of the Company (including the accounting working papers in the Company’s possession; provided that the party requesting work papers has executed and delivered any non-reliance, release or other agreements customarily required be increased by the accounting firm that prepared such work papers) used in preparing amount by which the Final Closing Date Statement or Net Working Capital exceeds the Working Capital Target. If the Final Closing Date Net Working Capital is less than the Working Capital Target, then the Purchase Price Adjustment Statement, and cause shall be decreased by the personnel of amount by which the Company to cooperate with Final Closing Date Net Working Capital is less than the Contributors Representative and its representatives to the extent reasonably required (including by making personnel and its and their relevant representatives available to Contributors Representative and its representatives), in each case for the purposes of the reasonable review and objection right and dispute and allocation process contemplated in this Section 1.6 and at the Contributors’ expense.Working Capital Target;

Post-Closing Purchase Price Determination. (a) After Closing, Buyer GTY shall prepare and, within ninety (90) days after Closing, Buyer GTY shall deliver to the Contributors eCivis Holders’ Representative, a statement (together with reasonable supporting documentation) setting forth BuyerGTY’s determination of (i) Closing Date Working CapitalCash, and (ii) Closing Date Cash, (iii) Closing Date Debt and (iv) the Transaction Costs Indebtedness (the “Purchase Price Adjustment Statement” and as finally determined in accordance with this Section 1.5, the “Final Purchase Price Adjustment Statement”). If GTY does not deliver a Purchase Price Adjustment Statement within such 90-day period, the Closing Date Statement shall be the Final Purchase Price Adjustment Statement. (b) Following the Closing Date, the Company shall permit the eCivis Holders’ Representative and its counsel, accountants and other advisors reasonable access (during normal business hours, with the right to make copies) to the financial and other relevant books and records of the Company and its Subsidiaries, in each case for the purposes of the review and objection right and dispute process contemplated in this Section 1.5. Notwithstanding the foregoing provisions of this Section 1.5(b), the Company shall not be required to, or to cause any of its Subsidiaries or Affiliates to, grant access to or furnish information to the eCivis Holders’ Representative to the extent that (a) such information is subject to an attorney/client or attorney work product privilege or (b) such access or the furnishing of such information is prohibited by applicable Law. (c) If the Contributors eCivis Holders’ Representative disagrees with the Purchase Price Adjustment Statement, the Contributors eCivis Holders’ Representative shall notify Buyer GTY in writing of such disagreement within thirty (30) days after delivery of the Purchase Price Adjustment Statement, which notice shall describe in reasonable detail the nature of such disagreement, including the specific items involved, involved and the dollar amounts thereof and the calculations associated with the disputed items (a “Purchase Price Dispute Notice”). Any component of BuyerGTY’s Purchase Price TABLE OF CONTENTS Adjustment Statement that is not the subject of an objection by the Contributors eCivis Holders’ Representative shall be final and binding on the Parties and deemed to be part of the Final Purchase Price Adjustment Statement. If the Contributors eCivis Holders’ Representative does not deliver a Purchase Price Dispute Notice within such thirty (30)-day 30-day period, or if the Contributors Representative otherwise earlier notifies Buyer in writing that the Contributors Representative has no disputes or objections to the Purchase Price Adjustment Statement, the Purchase Price Adjustment Statement, as delivered by Buyer GTY to the Contributors eCivis Holders’ Representative, shall be the Final Purchase Price Adjustment Statement. If the Contributors eCivis Holders’ Representative does deliver a Purchase Price Dispute Notice within such thirty (30)-day 30-day period (the aggregate amount in dispute as set forth in the Purchase Price Dispute Notice, the “Disputed Amounts”), then the Disputed Amounts shall be resolved pursuant to Section 1.6(c1.5(d). (cd) Buyer GTY and the Contributors eCivis Holders’ Representative shall negotiate in good faith to resolve any Disputed Amounts and, if the Parties are able to resolve some or all Disputed Amounts (the Disputed Amounts so resolved during such periodAmounts, the “Resolved Items”), such Resolved Items will be final, conclusive and binding on the Parties and the Purchase Price Adjustment Statement shall be Statement, as modified to reflect such resolution of the Resolved Items (and for the avoidance of doubtresolution, if all prior Disputed Amounts have been so resolved, then such modified Purchase Price Adjustment Statement shall be the Final Purchase Price Adjustment Statement). If Buyer GTY and the Contributors eCivis Holders’ Representative are unable to resolve all Disputed Amounts within twenty (20) days after delivery of the Contributors eCivis Holders’ Representative’s Purchase Price Dispute Notice, then the unresolved Disputed Amounts shall be referred for final determination to an independent accounting firm a mutually agreeable to all Parties (such firm, or another firm appointed pursuant to this Section 1.6, the “Accounting Arbitrator”), within fifteen (15) days after the end of such twenty (20)-day period. If such independent accounting firm has any material relationship with Xxxxx, the Contributors or any of their respective Affiliates, or is otherwise unwilling or unable to serve, Buyer and the Contributors Representative shall jointly appoint as the Accounting Arbitrator a different agreed upon nationally recognized firm of independent certified public accountants, which does not have any material relationship with BuyerGTY, the Contributors eCivis Holders’ Representative or any of their respective AffiliatesAffiliates (such firm, or any successor thereto, the “Accounting Arbitrator”) within fifteen (15) days after the end of such 20-day period. If Xxxxx GTY and the Contributors eCivis Holders’ Representative are unable to agree upon an alternative Accounting Arbitrator within such fifteen (15)-day 15-day period, then the Accounting Arbitrator shall be an accounting firm of national standing designated by the American Arbitration Association (in New York, New York which does not have any material relationship with BuyerGTY, the Contributors eCivis Holders’ Representative or any of their respective Affiliates). The Contributors eCivis Holders’ Representative and Xxxxx GTY shall execute any agreement reasonably required by the Accounting Arbitrator for its engagement hereunder. The Accounting Arbitrator shall consider only those Disputed Amounts which Buyer GTY and the Contributors eCivis Holders’ Representative have been unable to resolve. The Accounting Arbitrator will act as an arbitrator expert (not an expertarbitrator) and may select as a resolution the position of either Buyer GTY or the Contributors eCivis Holders’ Representative for each Disputed Amount (based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review) or may impose an alternative resolution which cannot be higher than the highest value or lower than the lowest value presented by each Party for a disputed amount. The Accounting Arbitrator shall deliver to Buyer GTY and the Contributors eCivis Holders’ Representative, as promptly as practicable, and in any event within forty-five (45) days after its appointment, a written report setting forth the resolution of such Disputed Amounts. Such report shall be final and binding upon the Parties, and the determination of the Accounting Arbitrator 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 over the Party against which such determination is to be enforced. In selecting such resolution, the Accounting Arbitrator shall rely solely on the terms of this Agreement and on written submissions and supporting material provided by Xxxxx GTY and the Contributors eCivis Holders’ Representative, and at the Accounting Arbitrator’s election, pursuant to responses provided by Xxxxx the GTY and the Contributors eCivis Holders’ Representative to inquiries posed by the Accounting Arbitrator’s review of the foregoing, but not pursuant to an independent review. Upon the decision of the Accounting Arbitrator, the Purchase Price Adjustment Statement, as adjusted to the extent necessary to reflect the Accounting Arbitrator’s decision (and as otherwise adjusted in accordance with this Article I), shall be the Final Purchase Price Adjustment Statement. The fees, costs and expenses of the Accounting Arbitrator shall be allocated to and borne by Xxxxx, on GTY and the one hand, and Contributors, on the other hand, eCivis Holders’ Representative based on the inverse of the percentage that the Accounting Arbitrator’s determination (before such allocation) bears to the Disputed Amount as originally submitted to the Accounting Arbitrator. For example, should the items in dispute total in amount to $1,000 and the Accounting Arbitrator awards $600 in favor of the Contributors eCivis Holders’ Representative’s position, 60% of the costs of its review would be borne by Xxxxx GTY and 40% of the costs would be borne by Contributors. (d) Following the delivery eCivis Holders’ Representative. Notwithstanding anything herein to the contrary, no resolution of any Disputed Amount or any facts, circumstances or events giving rise to any such Disputed Amount, whether by the Purchase Price Adjustment StatementAccounting Arbitrator otherwise, Buyer shall cause the Company to permit the Contributors Representative and its counsel, accountants and other advisors reasonable access (during normal business hours, with limit the right of any party to make copies) assert and prevail on a claim for a breach of a representation or warranty hereunder pursuant to the financial and other relevant books and records of the Company (including the accounting working papers in the Company’s possession; provided that the party requesting work papers has executed and delivered any non-reliance, release or other agreements customarily required by the accounting firm that prepared such work papers) used in preparing the Closing Date Statement or the Purchase Price Adjustment Statement, and cause the personnel of the Company to cooperate with the Contributors Representative and its representatives to the extent reasonably required (including by making personnel and its and their relevant representatives available to Contributors Representative and its representatives), in each case for the purposes of the reasonable review and objection right and dispute and allocation process contemplated in this Section 1.6 and at the Contributors’ expense.Article 7. 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Post-Closing Purchase Price Determination. (a) After the Closing, Buyer shall prepare and, within ninety (90) days after the Closing, Buyer shall deliver to the Contributors RepresentativeSeller, a statement setting forth Buyer’s determination of (i) Closing Date Working Capital, (ii) Closing Date Cash, (iii) Closing Date Debt Indebtedness and (iv) Closing Date Company Transaction Expenses, which statement shall describe in reasonable detail the Transaction Costs nature of such determination, including the basis for the specific items involved and the dollar amounts thereof (the “Purchase Price Adjustment Statement”). (b) If the Contributors Representative Seller disagrees in good faith with the Purchase Price Adjustment Statement, the Contributors Representative Seller shall notify Buyer in writing of such disagreement within thirty (30) days after delivery of the Purchase Price Adjustment Statement, which notice shall describe in reasonable detail the nature of such disagreement, including the specific items involved, involved and the dollar amounts thereof and the calculations associated with the disputed items (a “Purchase Price Dispute Notice”). Any component During such thirty (30) day period, Seller shall be permitted reasonable access to the Company’s Books and Records and Representatives for the purpose of Buyer’s reviewing the Purchase Price Adjustment Statement that is during normal business hours in a manner so as to not unreasonably interfere with the subject of an objection by the Contributors Representative shall be final and binding on the Parties and deemed to be part normal business operations of the Final Company. For purposes of clarity, a statement to the effect that Seller objects to, or disagrees with, the Purchase Price Adjustment StatementStatement without specifying the items required to be set forth in a Purchase Price Dispute Notice, shall not constitute a valid Purchase Price Dispute Notice. Once delivered, Seller may not modify or amend the Purchase Price Dispute Notice except to waive all or any portion of such disagreement. If the Contributors Representative Seller does not deliver a valid Purchase Price Dispute Notice within such thirty (30)-day 30) day period, or if the Contributors Representative otherwise earlier notifies Buyer in writing that the Contributors Representative has no disputes or objections to the Purchase Price Adjustment Statement, the Purchase Price Adjustment Statement, as delivered by Buyer to the Contributors RepresentativeSeller, shall be the Final Purchase Price Adjustment Statement. If the Contributors Representative does deliver Seller delivers a valid Purchase Price Dispute Notice within such thirty (30)-day period 30) day period, then such disputed amounts (the aggregate amount in dispute as set forth in the Purchase Price Dispute Notice, the “Disputed Amounts”), then the Disputed Amounts ) shall be resolved pursuant to Section 1.6(c3.3(c). (c) Buyer and the Contributors Representative Seller shall negotiate in good faith to resolve any Disputed Amounts and, if the Parties parties are able to resolve some or all Disputed Amounts (the Disputed Amounts so resolved during such periodAmounts, the “Resolved Items”), such Resolved Items will be final, conclusive and binding on the Parties and the Purchase Price Adjustment Statement shall be Statement, as modified to reflect such resolution of the Resolved Items (and for the avoidance of doubtresolution, if all prior Disputed Amounts have been so resolved, then such modified Purchase Price Adjustment Statement shall be the Final Purchase Price Adjustment Statement). If Buyer and the Contributors Representative Seller are unable to resolve all Disputed Amounts within twenty thirty (2030) days after delivery of the Contributors Representative’s a Purchase Price Dispute Notice, then the unresolved Disputed Amounts shall may be referred by either Buyer or Seller for final determination to an independent accounting firm mutually agreeable to all Parties PricewaterhouseCoopers LLP (such firm, or another firm appointed determined pursuant to this Section 1.63.3(c), the “Accounting Arbitrator”), ) within fifteen (15) days after the end of such twenty thirty (20)-day 30) day period. If such independent accounting firm neither party refers the Disputed Amounts to the Accounting Arbitrator within the applicable fifteen (15) day period, then the Purchase Price Adjustment Statement, as delivered by Buyer to Seller, shall be the final Purchase Price Adjustment Statement. If PricewaterhouseCoopers LLP has any material relationship with XxxxxBuyer, the Contributors Seller or any of their respective Affiliates, or is otherwise unwilling or unable to serve, Buyer and the Contributors Representative Seller shall jointly appoint as the Accounting Arbitrator a different nationally or regionally recognized firm of independent certified public accountants, which does not have any material relationship with Buyer, the Contributors Representative Seller or any of their respective Affiliates. If Xxxxx Buyer and the Contributors Representative Seller are unable to agree upon an alternative Accounting Arbitrator within such fifteen (15)-day period15) days after the conclusion of the thirty (30) day period initially specified above, then the Accounting Arbitrator shall be an accounting firm of national standing designated by the American Arbitration Association in New York, New York (which does not have any material relationship with Buyer, the Contributors Representative Seller or any of their respective Affiliates). The Contributors Representative and Xxxxx shall execute any agreement reasonably required by the Accounting Arbitrator for its engagement hereunder. The Accounting Arbitrator shall consider only those Disputed Amounts which Buyer and the Contributors Representative Seller have been unable to resolve. The Accounting Arbitrator will act as an arbitrator (not an expert) and may select as a resolution the position of either Buyer or the Contributors Representative for each Disputed Amount (shall make its determination based solely on presentations and supporting material materials provided by the Parties Buyer and Seller, and not pursuant to any independent review. Buyer and Seller shall contemporaneously provide copies to one another of all written submissions to the Accounting Arbitrator and shall be permitted to attend (and shall receive reasonable advance written notice of) any meeting with or may impose an alternative resolution which canpresentations to the Accounting Arbitrator. Buyer and Seller shall each use reasonable best efforts to make their presentations as promptly as practicable following submission to the Accounting Arbitrator of the disputed items (but in no event later than fifteen (15) days after engagement of the Accounting Arbitrator), and Buyer and Seller shall each be entitled, as part of its presentation, to respond to the presentation of the other party and any questions and requests of the Accounting Arbitrator. In deciding any matter or item in dispute, the Accounting Arbitrator (A) shall be bound by the provisions of this Section 3.3(c) and (B) shall not be higher assign a value to any particular item greater than the highest greatest value for such item claimed by either Buyer or lower Seller, or less than the lowest value for such item claimed by either Seller or Buyer, in each case as presented to the Accounting Arbitrator. No party shall disclose to the Accounting Arbitrator, and the Accounting Arbitrator shall not consider for any purpose, any settlement discussions or settlement offer made by each Party for a disputed amountany party, unless otherwise agreed in writing by Buyer and Seller. The Accounting Arbitrator shall deliver to Buyer and the Contributors RepresentativeSeller, as promptly as practicable, and in any event within forty-five sixty (4560) days after its appointment, a written report setting forth the resolution of such Disputed Amounts. Such The findings and determinations of the Accounting Arbitrator as set forth in its written report shall be final deemed final, conclusive and binding upon the Parties, and the determination parties. The parties shall be entitled to seek to have a judgment entered on such written report of the Accounting Arbitrator shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a in any court having jurisdiction over the Party against which such determination is to be enforced. In selecting such resolution, the Accounting Arbitrator shall rely solely on the terms of this Agreement and on written submissions and supporting material provided by Xxxxx and the Contributors Representative, and at the Accounting Arbitrator’s election, pursuant to responses provided by Xxxxx and the Contributors Representative to inquiries posed by the Accounting Arbitrator’s review of the foregoing, but not pursuant to an independent reviewcompetent jurisdiction. Upon the decision of the Accounting Arbitrator, the Purchase Price Adjustment Statement, as adjusted to the extent necessary to reflect the Accounting Arbitrator’s decision (and as otherwise adjusted in accordance with this Article I)decision, shall be the Final Purchase Price Adjustment Statement. The fees, costs and expenses of the Accounting Arbitrator shall be allocated to and borne by XxxxxBuyer, on the one hand, and ContributorsSeller, on the other hand, based on the inverse of the percentage that the Accounting Arbitrator’s determination (before such allocation) bears to the Disputed Amount as originally submitted to the Accounting Arbitrator. For example, should the items in dispute total in an amount equal to one thousand dollars ($1,000 1,000) and the Accounting Arbitrator awards six hundred dollars ($600 600) in favor of the Contributors RepresentativeSeller’s position, sixty percent (60% %) of the costs of its review would be borne by Xxxxx Buyer, on the one hand, and forty percent (40% %) of the costs would be borne by ContributorsSeller, on the other hand. (d) Following the delivery of the Purchase Price Adjustment Statement, Buyer shall cause the Company to permit the Contributors Representative and its counsel, accountants and other advisors reasonable access (during normal business hours, with the right to make copies) to the financial and other relevant books and records of the Company (including the accounting working papers in the Company’s possession; provided that the party requesting work papers has executed and delivered any non-reliance, release or other agreements customarily required by the accounting firm that prepared such work papers) used in preparing the Closing Date Statement or the Purchase Price Adjustment Statement, and cause the personnel of the Company to cooperate with the Contributors Representative and its representatives to the extent reasonably required (including by making personnel and its and their relevant representatives available to Contributors Representative and its representatives), in each case for the purposes of the reasonable review and objection right and dispute and allocation process contemplated in this Section 1.6 and at the Contributors’ expense.

Post-Closing Purchase Price Determination. (a) After Closing, Buyer Holdings shall prepare cause to be prepared and, within ninety sixty (9060) days after Closing, Buyer Holdings shall deliver cause to be delivered to the Contributors CB Holders’ Representative, a statement (together with reasonable supporting documentation) setting forth Buyer’s the GTY Parties’ determination of (i) Closing Date Working Capital, Cash and (ii) Closing Date Cash, (iii) Closing Date Debt and (iv) the Transaction Costs Indebtedness (the “Purchase Price Adjustment Statement”). (b) Following the Closing Date, the Company shall permit the CB Holders’ Representative and its counsel, accountants and other advisors reasonable access (during normal business hours, with the right to make copies) to the financial and other relevant books and records of the Company and its Subsidiaries, in each case for the purposes of the review and objection right and dispute process contemplated in this Section 1.8. Notwithstanding the foregoing provisions of this Section 1.8(b), the Company shall not be required to, or to cause any of its Subsidiaries or Affiliates to, grant access to or furnish information to the CB Holders’ Representative to the extent that (a) such information is subject to an attorney/client or attorney work product privilege or (b) such access or the furnishing of such information is prohibited by applicable Law. (c) If the Contributors CB Holders’ Representative disagrees with the Purchase Price Adjustment Statement, the Contributors CB Holders’ Representative shall notify Buyer Holdings in writing of such disagreement within thirty (30) days after delivery of the Purchase Price Adjustment Statement, which notice shall describe in reasonable detail the nature of such disagreement, including the specific items involved, involved and the dollar amounts thereof and the calculations associated with the disputed items (a “Purchase Price Dispute Notice”). Any component of Buyer’s Holdings’ Purchase Price Adjustment Statement that is not the subject of an objection by the Contributors CB Holders’ Representative shall be final and binding on the Parties and deemed to be part of the Final Purchase Price Adjustment Statement. If the Contributors CB Holders’ Representative does not deliver a Purchase Price Dispute Notice within such thirty (30)-day 30-day period, or if the Contributors Representative otherwise earlier notifies Buyer in writing that the Contributors Representative has no disputes or objections to the Purchase Price Adjustment Statement, the Purchase Price Adjustment Statement, as delivered by Buyer Holdings to the Contributors CB Holders’ Representative, shall be the Final Purchase Price Adjustment Statement. If the Contributors CB Holders’ Representative does deliver a Purchase Price Dispute Notice within such thirty (30)-day 30-day period (the aggregate amount in dispute as set forth in the Purchase Price Dispute Notice, the “Disputed Amounts”), then the Disputed Amounts shall be resolved pursuant to Section 1.6(c1.8(d). (cd) Buyer Holdings and the Contributors CB Holders’ Representative shall negotiate in good faith to resolve any Disputed Amounts and, if the Parties are able to resolve some or all Disputed Amounts (the Disputed Amounts so resolved during such periodAmounts, the “Resolved Items”), such Resolved Items will be final, conclusive and binding on the Parties and the Purchase Price Adjustment Statement shall be Statement, as modified to reflect such resolution of the Resolved Items (and for the avoidance of doubtresolution, if all prior Disputed Amounts have been so resolved, then such modified Purchase Price Adjustment Statement shall be the Final Purchase Price Adjustment Statement). If Buyer Holdings and the Contributors CB Holders’ Representative are unable to resolve all Disputed Amounts within twenty (20) days after delivery of the Contributors CB Holders’ Representative’s Purchase Price Dispute Notice, then the unresolved Disputed Amounts shall be referred for final determination to an independent accounting firm a mutually agreeable to all Parties (such firm, or another firm appointed pursuant to this Section 1.6, the “Accounting Arbitrator”), within fifteen (15) days after the end of such twenty (20)-day period. If such independent accounting firm has any material relationship with Xxxxx, the Contributors or any of their respective Affiliates, or is otherwise unwilling or unable to serve, Buyer and the Contributors Representative shall jointly appoint as the Accounting Arbitrator a different agreed upon nationally recognized firm of independent certified public accountants, which does not have any material relationship with BuyerGTY, Holdings, the Contributors CB Holders’ Representative or any of their respective AffiliatesAffiliates (such firm, or any successor thereto, the “Accounting Arbitrator”) within fifteen (15) days after the end of such 20-day period. If Xxxxx Holdings and the Contributors CB Holders’ Representative are unable to agree upon an alternative Accounting Arbitrator within such fifteen (15)-day 15-day period, then the Accounting Arbitrator shall be an accounting firm of national standing designated by the American Arbitration Association (in New York, New York which does not have any material relationship with BuyerHoldings, the Contributors Representative Company or any of their respective Affiliates). The Contributors CB Holders’ Representative and Xxxxx Holdings shall execute any agreement reasonably required by the Accounting Arbitrator for its engagement hereunder. The Accounting Arbitrator shall consider only those Disputed Amounts which Buyer Holdings and the Contributors CB Holders’ Representative have been unable to resolve. The Accounting Arbitrator will act as an arbitrator expert (not an expertarbitrator) and may select as a resolution the position of either Buyer Holdings or the Contributors CB Holders’ Representative for each Disputed Amount (based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review) or may impose an alternative resolution which cannot be higher than the highest value or lower than the lowest value presented by each Party for a disputed amount. The Accounting Arbitrator shall deliver to Buyer Holdings and the Contributors CB Holders’ Representative, as promptly as practicable, and in any event within forty-five (45) days after its appointment, a written report setting forth the resolution of such Disputed Amounts. Such report shall be final and binding upon the Parties, and the determination of the Accounting Arbitrator 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 over the Party against which such determination is to be enforced. In selecting such resolution, the Accounting Arbitrator shall rely solely on the terms of this Agreement and on written submissions and supporting material provided by Xxxxx Holdings and the Contributors CB Holders’ Representative, and at the Accounting Arbitrator’s election, pursuant to responses provided by Xxxxx Holdings and the Contributors CB Holders’ Representative to inquiries posed by the Accounting Arbitrator’s review of the foregoing, but not pursuant to an independent review. Upon the decision of the Accounting Arbitrator, the Purchase Price Adjustment Statement, as adjusted to the extent necessary to reflect the Accounting Arbitrator’s decision (and as otherwise adjusted in accordance with this Article I1), shall be the Final Purchase Price Adjustment Statement. The fees, costs and expenses of the Accounting Arbitrator shall be allocated to and borne by Xxxxx, Holdings and the CB Holders’ Representative (on behalf of the one hand, and Contributors, on the other hand, CB Holders) based on the inverse of the percentage that the Accounting Arbitrator’s determination (before such allocation) bears to the Disputed Amount as originally submitted to the Accounting Arbitrator. For example, should the items in dispute total in amount to $1,000 and the Accounting Arbitrator awards $600 in favor of the Contributors CB Holders’ Representative’s position, 60% of the costs of its review would be borne by Xxxxx Holdings and 40% of the costs would be borne by Contributorsthe CB Holders’ Representative. (d) Following the delivery of the Purchase Price Adjustment Statement, Buyer shall cause the Company to permit the Contributors Representative and its counsel, accountants and other advisors reasonable access (during normal business hours, with the right to make copies) to the financial and other relevant books and records of the Company (including the accounting working papers in the Company’s possession; provided that the party requesting work papers has executed and delivered any non-reliance, release or other agreements customarily required by the accounting firm that prepared such work papers) used in preparing the Closing Date Statement or the Purchase Price Adjustment Statement, and cause the personnel of the Company to cooperate with the Contributors Representative and its representatives to the extent reasonably required (including by making personnel and its and their relevant representatives available to Contributors Representative and its representatives), in each case for the purposes of the reasonable review and objection right and dispute and allocation process contemplated in this Section 1.6 and at the Contributors’ expense.

Post-Closing Purchase Price Determination. (a) After Closing, Buyer shall prepare and, within ninety (90) days after Closing, Buyer shall deliver to the Contributors Representative, a statement setting forth Buyer’s determination of (i) Closing Date Working Capital, (ii) Closing Date Cash, (iii) Closing Date Debt and (iv) the Transaction Costs (the “Purchase Price Adjustment Statement”). (b) If the Contributors Representative disagrees with the Purchase Price Adjustment Statement, the Contributors Representative shall notify Buyer in writing of such disagreement within thirty (30) days after delivery of the Purchase Price Adjustment Statement, which notice shall describe in reasonable detail the nature of such disagreement, including the specific items involved, the dollar amounts thereof and the calculations associated with the disputed items (a “Purchase Price Dispute Notice”). Any component of Buyer’s Purchase Price Adjustment Statement that is not the subject of an objection by the Contributors Representative shall be final and binding on the Parties and deemed to be part of the Final Purchase Price Adjustment Statement. If the Contributors Representative does not deliver a Purchase Price Dispute Notice within such thirty (30)-day period, or if the Contributors Representative otherwise earlier notifies Buyer in writing that the Contributors Representative has no disputes or objections to the Purchase Price Adjustment Statement, the Purchase Price Adjustment Statement, as delivered by Buyer to the Contributors Representative, shall be the Final Purchase Price Adjustment Statement. If the Contributors Representative does deliver a Purchase Price Dispute Notice within such thirty (30)-day period (the aggregate amount in dispute as set forth in the Purchase Price Dispute Notice, the “Disputed Amounts”), then the Disputed Amounts shall be resolved pursuant to Section 1.6(c). (c) Buyer and the Contributors Representative shall negotiate in good faith to resolve any Disputed Amounts and, if the Parties are able to resolve some or all Disputed Amounts (the Disputed Amounts so resolved during such period, the “Resolved Items”), such Resolved Items will be final, conclusive and binding on the Parties and the Purchase Price Adjustment Statement shall be modified to reflect such resolution of the Resolved Items (and for the avoidance of doubt, if all prior Disputed Amounts have been so resolved, then such modified Purchase Price Adjustment Statement shall be the Final Purchase Price Adjustment Statement). If Buyer and the Contributors Representative are unable to resolve all Disputed Amounts within twenty (20) days after delivery of the Contributors Representative’s Purchase Price Dispute Notice, then the unresolved Disputed Amounts shall be referred for final determination to an independent accounting firm mutually agreeable to all Parties (such firm, or another firm appointed pursuant to this Section 1.6, the “Accounting Arbitrator”), within fifteen (15) days after the end of such twenty (20)-day period. If such independent accounting firm has any material relationship with Xxxxx, the Contributors or any of their respective Affiliates, or is otherwise unwilling or unable to serve, Buyer and the Contributors Representative shall jointly appoint as the Accounting Arbitrator a different nationally recognized firm of independent certified public accountants, which does not have any material relationship with Buyer, the Contributors Representative or any of their respective Affiliates. If Xxxxx and the Contributors Representative are unable to agree upon an alternative Accounting Arbitrator within such fifteen (15)-day period, then the Accounting Arbitrator shall be an accounting firm of national standing designated by the American Arbitration Association (which does not have any material relationship with Buyer, the Contributors Representative or any of their respective Affiliates). The Contributors Representative and Xxxxx shall execute any agreement reasonably required by the Accounting Arbitrator for its engagement hereunder. The Accounting Arbitrator shall consider only those Disputed Amounts which Buyer and the Contributors Representative have been unable to resolve. The Accounting Arbitrator will act as an arbitrator (not an expert) and may select as a resolution the position of either Buyer or the Contributors Representative for each Disputed Amount (based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review) or may impose an alternative resolution which cannot be higher than the highest value or lower than the lowest value presented by each Party for a disputed amount. The Accounting Arbitrator shall deliver to Buyer and the Contributors Representative, as promptly As soon as practicable, and but in any no event within later than forty-five (45) days after the Closing Date, Seller shall deliver to Buyer (together with reasonable backup materials) a statement (the “Preliminary Net Working Capital Statement”), prepared by Seller in accordance with GAAP and in substantially the same format as the Estimated Statement, containing a reasonably detailed calculation by Seller of the Closing Net Working Capital. (ii) If Buyer disagrees with Seller’s calculation of the Closing Net Working Capital as set forth in the Preliminary Net Working Capital Statement, Buyer shall promptly, but in no event later than forty-five (45) days after receiving the Preliminary Net Working Capital Statement (the “Review Period”) deliver to Seller written notice (the “Dispute Notice”) describing its appointmentdispute by specifying those items or amounts as to which Buyer disagrees, together with Buyer’s determination of such disputed items and amounts (the “Disputed Items”). If Buyer either gives notice that it agrees with Seller’s calculation of the Closing Net Working Capital as set forth in the Preliminary Net Working Capital Statement or fails to deliver a written report setting Dispute Notice within the Review Period, Seller and Buyer agree that the Preliminary Net Working Capital Statement shall be deemed to set forth the resolution Closing Net Working Capital with respect to those items that have been agreed upon or for which Buyer shall have failed to deliver a Dispute Notice (and shall constitute the Final Net Working Capital). If Buyer delivers a Dispute Notice to Seller within the Review Period, Buyer and Seller will use good faith efforts to resolve the dispute during the thirty (30)-day period commencing on the date Buyer delivers the Dispute Notice to Seller. If Seller and Buyer are not able to resolve all Disputed Items within such thirty (30)-day period, then either party shall have the right to submit the Disputed Items remaining in dispute following the expiration of such Disputed Amountsthirty (30)-day period to the New York, New York office of Xxxxx Xxxxxxxx LLP, or if Xxxxx Xxxxxxxx LLP is unwilling to serve, another mutually acceptable internationally recognized independent accounting firm (the “Accounting Firm”). Such report shall be final and binding upon the Parties, and the determination of Subject to the Accounting Arbitrator shall constitute an arbitral award that is final, binding and non-appealable and upon which Firm’s execution of a judgment may be entered by a court having jurisdiction over the Party against which such determination is to be enforced. In selecting such resolutioncustomary confidentiality agreement, the Accounting Arbitrator Firm shall rely be given reasonable access to all relevant records of the FH Business to calculate the Closing Net Working Capital. If any remaining Disputed Items are submitted to the Accounting Firm for resolution, each of Buyer and Seller shall submit to the Accounting Firm (with a copy to the other party) a written memorandum setting forth such party’s positions with respect to such Disputed Items and may include with such submission reasonable backup materials. The Accounting Firm shall calculate, based solely on the terms of this Agreement and on written submissions and supporting material provided by Xxxxx and the Contributors Representative, and at the Accounting Arbitrator’s election, pursuant to responses provided by Xxxxx and the Contributors Representative to inquiries posed by the Accounting Arbitrator’s review of the foregoing, but not pursuant to an independent review. Upon the decision of the Accounting Arbitrator, the Purchase Price Adjustment Statement, as adjusted to the extent necessary to reflect the Accounting Arbitrator’s decision (and as otherwise adjusted in accordance with this Article I), shall be the Final Purchase Price Adjustment Statement. The fees, costs and expenses of the Accounting Arbitrator shall be allocated to and borne by XxxxxSeller, on the one hand, and ContributorsBuyer, on the other hand, based and not by independent investigation, the Closing Net Working Capital and shall be instructed that its calculation (A) must be made in accordance with GAAP and Section 2.3(a) of the Seller’s Disclosure Letter, and (B) with respect to each item in dispute, must be within the range of values established for such amount as determined by reference to the value assigned to such amount by Buyer in the Dispute Notice and by Seller in the Preliminary Net Working Capital Statement. The Accounting Firm shall submit such calculation to Seller and Buyer as soon as practicable, but in any event within thirty (30) days after the remaining issues in dispute are submitted to the Accounting Firm. The determination by the Accounting Firm of the Closing Net Working Capital, as set forth in a written notice delivered to Buyer and Seller by the Accounting Firm in accordance with this Agreement, will be binding and conclusive on Buyer and Seller, except in cases of fraud or manifest error. A judgment on the inverse determination made by the Accounting Firm pursuant to this Section 2.3(b) may be entered in and enforced by any court having jurisdiction thereover. The Closing Net Working Capital as determined after all disputes have been resolved in accordance with this Section 2.3(b)(ii) is referred to herein as the “Final Net Working Capital”. (iii) The costs and expenses of the percentage Accounting Firm shall be borne by Buyer in the proportion that the aggregate dollar amount of the items that are successfully disputed by Seller (as finally determined by the Accounting Arbitrator’s determination (before such allocationFirm) bears to the Disputed Amount as originally aggregate dollar amount of the items submitted to the Accounting Arbitrator. For example, should Firm and by Seller in the proportion that the aggregate dollar amount of the disputed items that are unsuccessfully disputed by Buyer (as finally determined by the Accounting Firm) bears to the aggregate dollar amount of the items in dispute total in amount submitted to $1,000 and the Accounting Arbitrator awards $600 in favor of the Contributors Representative’s position, 60% of the costs Firm. The Accounting Firm shall include such apportionment of its review would be borne by Xxxxx fees and 40% of the costs would be borne by Contributorsexpenses in its determination. (div) Following the delivery In connection with Buyer’s review of the Purchase Price Adjustment Preliminary Net Working Capital Statement, Buyer Seller shall cause the Company to permit the Contributors Representative and its counsel(i) provide reasonable access, accountants and other advisors reasonable access (during normal business hourshours and upon reasonable notice, with the right to make copies) its employees and all work papers, schedules, memoranda and other documents prepared or reviewed by Seller or any of its employees and accountants or other representatives which are relevant to the financial Preliminary Net Working Capital Statement (which access shall be provided promptly after request by Buyer and/or its representatives) and other relevant books (ii) use its reasonable best efforts to cause Seller’s independent accountant to communicate and records of the Company (including the accounting working papers in the Company’s possession; provided that the party requesting work papers has executed and delivered any non-reliance, release or other agreements customarily required by the accounting firm that prepared such work papers) used in preparing the Closing Date Statement or the Purchase Price Adjustment Statement, and cause the personnel of the Company to cooperate with the Contributors Representative Buyer and its representatives with respect to such review. The Review Period shall be extended by one day for each day that Seller is in breach of its obligations under the preceding sentence. (v) The process set forth in this Section 2.3(b) shall be the exclusive remedy of Seller and Buyer for any disputes related to the Closing Net Working Capital, provided that this clause (v) shall not preclude or impair the ability of any party to exercise any of its rights or remedies under Section 9.4 provided that no Person shall be entitled to indemnification under Section 9.4 for any Losses to the extent reasonably required (including by making personnel and its and their relevant representatives available to Contributors Representative and its representatives), such Losses represent amounts taken into account in each case for the purposes determination of the reasonable review and objection right and dispute and allocation process contemplated in this Section 1.6 and at the Contributors’ expenseFinal Net Working Capital.

Post-Closing Purchase Price Determination. (a) After Closing, Buyer shall prepare and, within ninety (90) days after Closing, Buyer shall deliver to the Contributors Representative, a statement setting forth Buyer’s determination of (i) Closing Date Working Capital, (ii) Closing Date Cash, (iii) Closing Date Debt and (iv) the Transaction Costs (the “Purchase Price Adjustment Statement”). (b) If the Contributors Representative disagrees with the Purchase Price Adjustment Statement, the Contributors Representative shall notify Buyer in writing of such disagreement within thirty (30) days after delivery of the Purchase Price Adjustment Statement, which notice shall describe in reasonable detail the nature of such disagreement, including the specific items involved, the dollar amounts thereof and the calculations associated with the disputed items (a “Purchase Price Dispute Notice”). Any component of Buyer’s Purchase Price Adjustment Statement that is not the subject of an objection by the Contributors Representative shall be final and binding on the Parties and deemed to be part of the Final Purchase Price Adjustment Statement. If the Contributors Representative does not deliver a Purchase Price Dispute Notice within such thirty (30)-day period, or if the Contributors Representative otherwise earlier notifies Buyer in writing that the Contributors Representative has no disputes or objections to the Purchase Price Adjustment Statement, the Purchase Price Adjustment Statement, as delivered by Buyer to the Contributors Representative, shall be the Final Purchase Price Adjustment Statement. If the Contributors Representative does deliver a Purchase Price Dispute Notice within such thirty (30)-day period (the aggregate amount in dispute as set forth in the Purchase Price Dispute Notice, the “Disputed Amounts”), then the Disputed Amounts shall be resolved pursuant to Section 1.6(c). (c) Buyer and the Contributors Representative shall negotiate in good faith to resolve any Disputed Amounts and, if the Parties are able to resolve some or all Disputed Amounts (the Disputed Amounts so resolved during such period, the “Resolved Items”), such Resolved Items will be final, conclusive and binding on the Parties and the Purchase Price Adjustment Statement shall be modified to reflect such resolution of the Resolved Items (and for the avoidance of doubt, if all prior Disputed Amounts have been so resolved, then such modified Purchase Price Adjustment Statement shall be the Final Purchase Price Adjustment Statement). If Buyer and the Contributors Representative are unable to resolve all Disputed Amounts within twenty (20) days after delivery of the Contributors Representative’s Purchase Price Dispute Notice, then the unresolved Disputed Amounts shall be referred for final determination to an independent accounting firm mutually agreeable to all Parties (such firm, or another firm appointed pursuant to this Section 1.6, the “Accounting Arbitrator”), within fifteen (15) days after the end of such twenty (20)-day period. If such independent accounting firm has any material relationship with Xxxxx, the Contributors or any of their respective Affiliates, or is otherwise unwilling or unable to serve, Buyer and the Contributors Representative shall jointly appoint as the Accounting Arbitrator a different nationally recognized firm of independent certified public accountants, which does not have any material relationship with Buyer, the Contributors Representative or any of their respective Affiliates. If Xxxxx and the Contributors Representative are unable to agree upon an alternative Accounting Arbitrator within such fifteen (15)-day period, then the Accounting Arbitrator shall be an accounting firm of national standing designated by the American Arbitration Association (which does not have any material relationship with Buyer, the Contributors Representative or any of their respective Affiliates). The Contributors Representative and Xxxxx shall execute any agreement reasonably required by the Accounting Arbitrator for its engagement hereunder. The Accounting Arbitrator shall consider only those Disputed Amounts which Buyer and the Contributors Representative have been unable to resolve. The Accounting Arbitrator will act as an arbitrator (not an expert) and may select as a resolution the position of either Buyer or the Contributors Representative for each Disputed Amount (based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review) or may impose an alternative resolution which cannot be higher than the highest value or lower than the lowest value presented by each Party for a disputed amount. The Accounting Arbitrator shall deliver to Buyer and the Contributors Representative, as promptly As soon as practicable, and but in any no event within later than forty-five (45) days after its appointmentthe Closing Date, Buyer shall prepare and deliver to the Shareholders the following (collectively, the “Preliminary Adjustment Statement”): (A) a written report statement setting forth (x) a reasonably detailed calculation by Buyer of the resolution Net Working Capital as of the Effective Time, prepared by Buyer in accordance with the Closing Net Working Capital Principles, (y) the amount of any Cash Equivalents held by CECity and CECity Subsidiary as of the Effective Time and (z) the amount of any Indebtedness of CECity and CECity Subsidiary as of the Effective Time (collectively, the “Closing Adjustment Amounts”); and (B) a certificate of an executive officer of Buyer certifying that the Preliminary Adjustment Statement has been prepared in accordance with the Closing Net Working Capital Principles. (ii) If the Shareholders disagree with Buyer’s calculation of any Closing Adjustment Amount, Shareholders’ Representative shall promptly, but in no event later than forty-five (45) days after receiving the Preliminary Adjustment Statement (the “Review Period”), deliver to Buyer written notice describing its dispute by specifying those items or amounts as to which the Shareholders disagree, together with the Shareholders’ determination of such Disputed Amountsdisputed items or amounts (a “Dispute Notice”). Such report If Shareholders’ Representative either gives notice that it agrees with Buyer’s calculation of the Closing Adjustment Amounts or fails to deliver a Dispute Notice within the Review Period, Buyer and the Shareholders agree that the Closing Adjustment Amounts as set forth on the Preliminary Adjustment Statement shall be final deemed to constitute the Final Net Working Capital, Final Closing Cash Amount and binding upon Final Closing Indebtedness Amount as of the Partiesdate of such notice of agreement or the date of the day immediately following the last day of the Review Period, as applicable. If Shareholders’ Representative delivers a Dispute Notice to Buyer within the Review Period, Shareholders’ Representative and Buyer will use good faith efforts to resolve the dispute during the 30-day period commencing on the date Shareholders’ Representative delivers the Dispute Notice to Buyer (and all such discussions related thereto shall be governed by Rule 408 of the United States Federal Rules of Evidence, and any applicable similar state rule and evidence of such discussions shall not be admissible in any future proceedings between the parties) and, in the event Shareholders’ Representative and Buyer resolve such dispute, the Closing Adjustment Amounts, as agreed in connection with resolving such dispute, shall be deemed to constitute the Final Net Working Capital, Final Closing Cash Amount and Final Closing Indebtedness Amount as of the date that such dispute is so resolved. If Buyer and Shareholders’ Representative are not able to resolve all disputed items within such 30-day period, then either party shall have the right to submit the items in dispute following the expiration of such 30-day period to Source One Business Services LLC, or if Source One Business Services LLC is unwilling to serve, to another mutually acceptable internationally recognized independent accounting firm (the “Accounting Firm”). The Accounting Firm shall be given reasonable access to all relevant records of CECity to calculate the Closing Adjustment Amounts and each of Buyer and Shareholders’ Representative will be afforded an opportunity to present to the Accounting Firm any material relating to the determination of the matters in dispute and to discuss such matters with the Accounting Arbitrator 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 over the Party against which Firm (with any such determination is materials to be enforced. In selecting such resolution, submitted to the Accounting Arbitrator Firm within ten days following the expiration of the 30-day period referenced above). The Accounting Firm shall rely calculate, based solely on the terms of this Agreement and on written submissions and supporting material provided by Xxxxx and the Contributors Representative, and at the Accounting Arbitrator’s election, pursuant to responses provided by Xxxxx and the Contributors Representative to inquiries posed by the Accounting Arbitrator’s review of the foregoing, but not pursuant to an independent review. Upon the decision of the Accounting Arbitrator, the Purchase Price Adjustment Statement, as adjusted to the extent necessary to reflect the Accounting Arbitrator’s decision (and as otherwise adjusted in accordance with this Article I), shall be the Final Purchase Price Adjustment Statement. The fees, costs and expenses of the Accounting Arbitrator shall be allocated to and borne by XxxxxBuyer, on the one hand, and ContributorsShareholders’ Representative, on the other hand, based on and not by independent investigation, the inverse of the percentage Closing Adjustment Amounts and shall be instructed that the Accounting Arbitrator’s determination its calculation (before such allocationA) bears to the Disputed Amount as originally submitted to the Accounting Arbitrator. For example, should the items must be made in dispute total in amount to $1,000 and the Accounting Arbitrator awards $600 in favor of the Contributors Representative’s position, 60% of the costs of its review would be borne by Xxxxx and 40% of the costs would be borne by Contributors. (d) Following the delivery of the Purchase Price Adjustment Statement, Buyer shall cause the Company to permit the Contributors Representative and its counsel, accountants and other advisors reasonable access (during normal business hours, accordance with the right to make copies) to the financial standards and other relevant books and records of the Company definitions in this Agreement (including the accounting working papers Closing Net Working Capital Principles) and Exhibit B, and (B) with respect to each item in dispute, must be within the range of values established for such amount as determined by reference to the value assigned to such amount by Shareholders’ Representative in the Company’s possession; provided that Dispute Notice and by Buyer in the party requesting work papers has executed and delivered any non-reliance, release or other agreements customarily required by the accounting firm that prepared such work papers) used in preparing the Closing Date Statement or the Purchase Price Preliminary Adjustment Statement, and cause . The Accounting Firm shall submit such calculation (including sufficient explanation for the personnel basis of the Company each calculation) to cooperate with the Contributors Shareholders’ Representative and its representatives to the extent reasonably required (including by making personnel and its and their relevant representatives available to Contributors Representative and its representatives), in each case for the purposes of the reasonable review and objection right and dispute and allocation process contemplated in this Section 1.6 and at the Contributors’ expense.Buyer as soon as

Post-Closing Purchase Price Determination. (a) After Closing, Buyer shall prepare and, within ninety (90) days after Closing, Buyer shall deliver to the Contributors Representative, a statement setting forth Buyer’s determination of (i) Closing Date Working Capital, (ii) Closing Date Cash, (iii) Closing Date Debt and (iv) the Transaction Costs (the “Purchase Price Adjustment Statement”). (b) If the Contributors Representative disagrees with the Purchase Price Adjustment Statement, the Contributors Representative shall notify Buyer in writing of such disagreement within thirty (30) days after delivery of the Purchase Price Adjustment Statement, which notice shall describe in reasonable detail the nature of such disagreement, including the specific items involved, the dollar amounts thereof and the calculations associated with the disputed items (a “Purchase Price Dispute Notice”). Any component of Buyer’s Purchase Price Adjustment Statement that is not the subject of an objection by the Contributors Representative shall be final and binding on the Parties and deemed to be part of the Final Purchase Price Adjustment Statement. If the Contributors Representative does not deliver a Purchase Price Dispute Notice within such thirty (30)-day period, or if the Contributors Representative otherwise earlier notifies Buyer in writing that the Contributors Representative has no disputes or objections to the Purchase Price Adjustment Statement, the Purchase Price Adjustment Statement, as delivered by Buyer to the Contributors Representative, shall be the Final Purchase Price Adjustment Statement. If the Contributors Representative does deliver a Purchase Price Dispute Notice within such thirty (30)-day period (the aggregate amount in dispute as set forth in the Purchase Price Dispute Notice, the “Disputed Amounts”), then the Disputed Amounts shall be resolved pursuant to Section 1.6(c). (c) Buyer and the Contributors Representative shall negotiate in good faith to resolve any Disputed Amounts and, if the Parties are able to resolve some or all Disputed Amounts (the Disputed Amounts so resolved during such period, the “Resolved Items”), such Resolved Items will be final, conclusive and binding on the Parties and the Purchase Price Adjustment Statement shall be modified to reflect such resolution of the Resolved Items (and for the avoidance of doubt, if all prior Disputed Amounts have been so resolved, then such modified Purchase Price Adjustment Statement shall be the Final Purchase Price Adjustment Statement). If Buyer and the Contributors Representative are unable to resolve all Disputed Amounts within twenty (20) days after delivery of the Contributors Representative’s Purchase Price Dispute Notice, then the unresolved Disputed Amounts shall be referred for final determination to an independent accounting firm mutually agreeable to all Parties (such firm, or another firm appointed pursuant to this Section 1.6, the “Accounting Arbitrator”), within fifteen (15) days after the end of such twenty (20)-day period. If such independent accounting firm has any material relationship with Xxxxx, the Contributors or any of their respective Affiliates, or is otherwise unwilling or unable to serve, Buyer and the Contributors Representative shall jointly appoint as the Accounting Arbitrator a different nationally recognized firm of independent certified public accountants, which does not have any material relationship with Buyer, the Contributors Representative or any of their respective Affiliates. If Xxxxx and the Contributors Representative are unable to agree upon an alternative Accounting Arbitrator within such fifteen (15)-day period, then the Accounting Arbitrator shall be an accounting firm of national standing designated by the American Arbitration Association (which does not have any material relationship with Buyer, the Contributors Representative or any of their respective Affiliates). The Contributors Representative and Xxxxx shall execute any agreement reasonably required by the Accounting Arbitrator for its engagement hereunder. The Accounting Arbitrator shall consider only those Disputed Amounts which Buyer and the Contributors Representative have been unable to resolve. The Accounting Arbitrator will act as an arbitrator (not an expert) and may select as a resolution the position of either Buyer or the Contributors Representative for each Disputed Amount (based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review) or may impose an alternative resolution which cannot be higher than the highest value or lower than the lowest value presented by each Party for a disputed amount. The Accounting Arbitrator shall deliver to Buyer and the Contributors Representative, as promptly As soon as practicable, and but in any no event within later than forty-five (45) days after the Closing Date, Seller shall deliver to Buyer (together with reasonable backup materials) a statement (the “Preliminary Net Working Capital Statement”), prepared by Seller in accordance with GAAP and in substantially the same format as the Estimated Statement, containing a reasonably detailed calculation by Seller of the Closing Net Working Capital. (ii) If Buyer disagrees with Seller’s calculation of the Closing Net Working Capital as set forth in the Preliminary Net Working Capital Statement, Buyer shall promptly, but in no event later than forty-five (45) days after receiving the Preliminary Net Working Capital Statement (the “Review Period”) deliver to Seller written notice (the “Dispute Notice”) describing its appointmentdispute by specifying those items or amounts as to which Buyer disagrees, together with Buyer’s determination of such disputed items and amounts (the “Disputed Items”). If Buyer either gives notice that it agrees with Seller’s calculation of the Closing Net Working Capital as set forth in the Preliminary Net Working Capital Statement or fails to deliver a written report setting Dispute Notice within the Review Period, Seller and Buyer agree that the Preliminary Net Working Capital Statement shall be deemed to set forth the resolution Closing Net Working Capital with respect to those items that have been agreed upon or for which Buyer shall have failed to deliver a Dispute Notice (and shall constitute the Final Net Working Capital). If Buyer delivers a Dispute Notice to Seller within the Review Period, Buyer and Seller will use good faith efforts to resolve the dispute during the thirty (30)-day period commencing on the date Buyer delivers the Dispute Notice to Seller. If Seller and Buyer are not able to resolve all Disputed Items within such thirty (30)-day period, then either party shall have the right to submit the Disputed Items remaining in dispute following the expiration of such Disputed Amountsthirty (30)-day period to the New York, New York office of Xxxxx Xxxxxxxx LLP, or if Xxxxx Xxxxxxxx LLP is unwilling to serve, another mutually acceptable internationally recognized independent accounting firm (the “Accounting Firm”). Such report shall be final and binding upon the Parties, and the determination of Subject to the Accounting Arbitrator shall constitute an arbitral award that is final, binding and non-appealable and upon which Firm’s execution of a judgment may be entered by a court having jurisdiction over the Party against which such determination is to be enforced. In selecting such resolutioncustomary confidentiality agreement, the Accounting Arbitrator Firm shall rely be given reasonable access to all relevant records of the FH Business to calculate the Closing Net Working Capital. If any remaining Disputed Items are submitted to the Accounting Firm for resolution, each of Buyer and Seller shall submit to the Accounting Firm (with a copy to the other party) a written memorandum setting forth such party’s positions with respect to such Disputed Items and may include with such submission reasonable backup materials. The Accounting Firm shall calculate, based solely on the terms of this Agreement and on written submissions and supporting material provided by Xxxxx and the Contributors Representative, and at the Accounting Arbitrator’s election, pursuant to responses provided by Xxxxx and the Contributors Representative to inquiries posed by the Accounting Arbitrator’s review of the foregoing, but not pursuant to an independent review. Upon the decision of the Accounting Arbitrator, the Purchase Price Adjustment Statement, as adjusted to the extent necessary to reflect the Accounting Arbitrator’s decision (and as otherwise adjusted in accordance with this Article I), shall be the Final Purchase Price Adjustment Statement. The fees, costs and expenses of the Accounting Arbitrator shall be allocated to and borne by XxxxxSeller, on the one hand, and ContributorsBuyer, on the other hand, based and not by independent investigation, the Closing Net Working Capital and shall be instructed that its calculation (A) must be made in accordance with GAAP and Section 2.3(a) of the Seller’s Disclosure Letter, and (B) with respect to each item in dispute, must be within the range of values established for such amount as determined by reference to the value assigned to such amount by Buyer in the Dispute Notice and by Seller in the Preliminary Net Working Capital Statement. The Accounting Firm shall submit such calculation to Seller and Buyer as soon as practicable, but in any event within thirty (30) days after the remaining issues in dispute are submitted to the Accounting Firm. The determination by the Accounting Firm of the Closing Net Working Capital, as set forth in a written notice delivered to Buyer and Seller by the Accounting Firm in accordance with this Agreement, will be binding and conclusive on Buyer and Seller, except in cases of fraud or manifest error. A judgment on the inverse determination made by the Accounting Firm pursuant to this Section 2.3(b) may be entered in and enforced by any court having jurisdiction thereover. The Closing Net Working Capital as determined after all disputes have been resolved in accordance with this Section 2.3(b)(ii) is referred to herein as the “Final Net Working Capital”. 4 (iii) The costs and expenses of the percentage Accounting Firm shall be borne by Buyer in the proportion that the aggregate dollar amount of the items that are successfully disputed by Seller (as finally determined by the Accounting Arbitrator’s determination (before such allocationFirm) bears to the Disputed Amount as originally aggregate dollar amount of the items submitted to the Accounting Arbitrator. For example, should Firm and by Seller in the proportion that the aggregate dollar amount of the disputed items that are unsuccessfully disputed by Buyer (as finally determined by the Accounting Firm) bears to the aggregate dollar amount of the items in dispute total in amount submitted to $1,000 and the Accounting Arbitrator awards $600 in favor of the Contributors Representative’s position, 60% of the costs Firm. The Accounting Firm shall include such apportionment of its review would be borne by Xxxxx fees and 40% of the costs would be borne by Contributorsexpenses in its determination. (div) Following the delivery In connection with Buyer’s review of the Purchase Price Adjustment Preliminary Net Working Capital Statement, Buyer Seller shall cause the Company to permit the Contributors Representative and its counsel(i) provide reasonable access, accountants and other advisors reasonable access (during normal business hourshours and upon reasonable notice, with the right to make copies) its employees and all work papers, schedules, memoranda and other documents prepared or reviewed by Seller or any of its employees and accountants or other representatives which are relevant to the financial Preliminary Net Working Capital Statement (which access shall be provided promptly after request by Buyer and/or its representatives) and other relevant books (ii) use its reasonable best efforts to cause Seller’s independent accountant to communicate and records of the Company (including the accounting working papers in the Company’s possession; provided that the party requesting work papers has executed and delivered any non-reliance, release or other agreements customarily required by the accounting firm that prepared such work papers) used in preparing the Closing Date Statement or the Purchase Price Adjustment Statement, and cause the personnel of the Company to cooperate with the Contributors Representative Buyer and its representatives with respect to such review. The Review Period shall be extended by one day for each day that Seller is in breach of its obligations under the preceding sentence. (v) The process set forth in this Section 2.3(b) shall be the exclusive remedy of Seller and Buyer for any disputes related to the Closing Net Working Capital, provided that this clause (v) shall not preclude or impair the ability of any party to exercise any of its rights or remedies under Section 9.4 provided that no Person shall be entitled to indemnification under Section 9.4 for any Losses to the extent reasonably required (including by making personnel and its and their relevant representatives available to Contributors Representative and its representatives), such Losses represent amounts taken into account in each case for the purposes determination of the reasonable review and objection right and dispute and allocation process contemplated in this Section 1.6 and at the Contributors’ expenseFinal Net Working Capital.

Post-Closing Purchase Price Determination. (a) After ClosingWithin 90 calendar days after the Closing Date, Buyer shall prepare and, within ninety (90) days after Closing, Buyer shall and deliver to the Contributors Representative, Seller a statement setting forth Buyer’s determination good faith calculation of (i) Closing Date Working Capital, (ii) the Closing Date Cash, (iii) Closing Date Debt Net Working Capital, the Closing Date Indebtedness and (iv) any resulting proposed adjustment to the Transaction Costs (Purchase Price, in each case together with reasonable supporting detail with respect to the calculations set forth therein. Such statement, as delivered to Seller, is referred to in this Agreement as the “Purchase Price Adjustment Statement.”). (b) If the Contributors Representative Seller disagrees with any of Buyer’s calculations of the Closing Date Cash, Closing Date Net Working Capital, Closing Date Indebtedness or any resulting proposed adjustment to the Purchase Price Price, as set forth on the Adjustment Statement, the Contributors Representative Seller shall notify Buyer in writing of such disagreement within thirty (30) 60 calendar days after delivery of the Purchase Price Adjustment Statement, which Statement to Seller (an “Objection Dispute”). Any such notice of an Objection Dispute shall describe specify in reasonable detail the nature of such disagreement, including the specific items involved, the dollar amounts thereof and the calculations associated Objection Dispute so asserted with the disputed items (a “Purchase Price Dispute Notice”). Any component of Buyer’s Purchase Price Adjustment Statement that is not the subject of an objection by the Contributors Representative shall be final and binding on the Parties and deemed respect to be part of the Final Purchase Price Adjustment Statement. If the Contributors Representative does not deliver a Purchase Price Dispute Notice within such thirty (30)-day period, each item or if the Contributors Representative otherwise earlier notifies Buyer in writing that the Contributors Representative has no disputes or objections to the Purchase Price Adjustment Statement, the Purchase Price Adjustment Statement, as delivered by Buyer to the Contributors Representative, shall be the Final Purchase Price Adjustment Statement. If the Contributors Representative does deliver a Purchase Price Dispute Notice within such thirty (30)-day period (the aggregate amount in dispute as set forth in the Purchase Price Adjustment Statement and provide reasonable supporting detail with respect to Seller’s calculation of the Objection Dispute. The failure of Seller to deliver written notice of an Objection Dispute Notice, to Buyer within 60 calendar days after delivery of the “Disputed Amounts”), then the Disputed Amounts Adjustment Statement to Seller shall be resolved pursuant to Section 1.6(c)deemed acceptance of the Adjustment Statement and the amounts set forth therein. (c) Buyer and the Contributors Representative Seller shall negotiate in good faith to resolve any Disputed Amounts and, if the Parties are able Objection Dispute and any resolution agreed to resolve some or all Disputed Amounts (the Disputed Amounts so resolved during such period, the “Resolved Items”), such Resolved Items will in writing by Buyer and Seller shall be final, conclusive final and binding on upon the Parties and the Purchase Price Adjustment Statement shall be modified to reflect such resolution of the Resolved Items (and for the avoidance of doubt, if all prior Disputed Amounts have been so resolved, then such modified Purchase Price Adjustment Statement shall be the Final Purchase Price Adjustment Statement)parties. If Buyer and the Contributors Representative Seller are unable to resolve all Disputed Amounts Objection Disputes within twenty (20) 30 calendar days after of delivery of the Contributors Representative’s Purchase Price Dispute Noticewritten notice of such Objection Disputes by Seller to Buyer, then the unresolved Disputed Amounts disputed matters shall be referred for final determination to an independent accounting firm mutually agreeable to all Parties (such firm, or another firm appointed pursuant to this Section 1.6, the “Accounting Arbitrator”), within fifteen (15) days after the end of such twenty (20)-day period. If such independent accounting firm has any material relationship with Xxxxx, the Contributors or any of their respective Affiliates, or is otherwise unwilling or unable to serve, Buyer and the Contributors Representative shall jointly appoint as the Accounting Arbitrator a different nationally recognized firm of independent certified public accountants, which does not have any material relationship with Buyer, the Contributors Representative or any of their respective Affiliates. If Xxxxx and the Contributors Representative are unable to agree upon an alternative Accounting Arbitrator within such fifteen (15)-day period, then the Accounting Arbitrator shall be an accounting firm of national standing designated by the American Arbitration Association (which does not have any material relationship with Buyer, the Contributors Representative or any of their respective Affiliates). The Contributors Representative and Xxxxx shall execute any agreement reasonably required by the Accounting Arbitrator for its engagement hereunder. The Accounting Arbitrator shall consider only those Disputed Amounts which Buyer be Ernst & Young LLP or, if such firm is unable or unwilling to so act, such other internationally recognized firm of independent public accountants that is not the independent auditor of (and the Contributors Representative have been unable to resolve. The Accounting Arbitrator will act as an arbitrator (does not an expert) and may select otherwise serve as a resolution the position of consultant to) either Buyer or Seller (or their respective Affiliates) as shall be agreed upon by Buyer and Seller in writing. Once selected, each of Buyer and Seller shall promptly deliver to the Contributors Representative for Accounting Arbitrator (with a copy to the other party) a written statement (an “Arbitration Statement”) setting forth their current positions as to the amounts underlying each Disputed Amount (based solely on presentations and supporting material provided by unresolved Objection Dispute, as of the Parties and not pursuant to any independent review) or may impose an alternative resolution which cannot be higher than the highest value or lower than the lowest value presented by each Party for a disputed amountdate of delivery of such Arbitration Statement. The Accounting Arbitrator shall deliver to only consider those items and amounts set forth in each party’s Arbitration Statement and must resolve all unresolved Objection Disputes in accordance with the terms and provisions of this Agreement. Buyer and Seller shall instruct the Contributors Representative, as promptly as practicable, and in any event within forty-five (45) days after its appointment, Accounting Arbitrator to deliver a written report setting forth the resolution of any unresolved Objection Disputes determined in accordance with this Section 2.05 within 15 business days following the date of delivery of the Arbitration Statements to the Accounting Arbitrator. In making its determination, the Accounting Arbitrator shall act as an expert and not as an arbitrator. The scope of the Accounting Arbitrator’s determination shall be limited to whether there were mathematical errors in the Adjustment Statement, whether the calculations of the Closing Date Cash, Closing Date Indebtedness, Closing Date Net Working Capital or any resulting proposed adjustment to the Purchase Price set forth therein were performed strictly in accordance with the Statement Principles and the definitions contained herein and therein, and the Accounting Arbitrator is not to make any other determination. The Accounting Arbitrator’s determination with respect to any unresolved Objection Dispute shall be within the range of values assigned by Buyer to such Disputed Amountsitem in the Adjustment Statement and by Seller to such item in the Objection Dispute. Such report of the Accounting Arbitrator shall be final and binding upon the Parties, and the determination of the Accounting Arbitrator 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 over the Party against which such determination is parties to be enforced. In selecting such resolution, the Accounting Arbitrator shall rely solely on the terms of this Agreement and on written submissions and supporting material provided by Xxxxx and the Contributors Representative, and at the Accounting Arbitrator’s election, pursuant to responses provided by Xxxxx and the Contributors Representative to inquiries posed by the Accounting Arbitrator’s review of the foregoing, but not pursuant to an independent reviewAgreement. Upon the agreement of Buyer and Seller or the decision of the Accounting Arbitrator, or if Seller fails to deliver written notice of an Objection Dispute to Buyer within the Purchase Price 60-day period provided in Section 2.05(b), the Adjustment Statement, as adjusted if necessary pursuant to the extent necessary to reflect the Accounting Arbitrator’s decision (and as otherwise adjusted in accordance with terms of this Article I)Agreement, shall be deemed to be the Final Adjustment Statement for purposes of calculating the Purchase Price Adjustment pursuant to this Section 2.05. Buyer and Seller agree that, except for Seller’s indemnification obligations pursuant to Section 10.02(d) with respect to Indebtedness outstanding and unpaid at Closing that is not included in the Closing Date Amount or the Adjustment Statement pursuant to this Section 2.05, the procedure set forth in this Section 2.05 for resolving disputes with respect to the Adjustment Statement shall be the exclusive method for resolving any disputes with respect to Closing Date Cash, Closing Date Indebtedness, Closing Date Net Working Capital and any resulting proposed adjustment to the Purchase Price set forth in the Adjustment Statement. The fees, costs and expenses Accounting Arbitrator will determine the allocation of the Accounting Arbitrator shall be allocated cost of its review and report to and borne by Xxxxx, on the one hand, and Contributors, on the other hand, each party based on the inverse proportion of (x) the percentage that portion of the Accounting Arbitrator’s determination (before such allocation) successfully awarded to such party bears to (y) the Disputed Amount total amount of the Accounting Arbitrator’s determination (before such allocation) as originally submitted to the Accounting Arbitrator. For example, should the items in dispute total in amount to $1,000 and the Accounting Arbitrator awards $600 in favor of the Contributors RepresentativeSeller’s position, 60% of the costs of its the Accounting Arbitrator’s review would be borne by Xxxxx Buyer and 40% of the costs would be borne by ContributorsSeller. Seller and Buyer shall pay the fees and expenses of the Accounting Arbitrator as so allocated. Buyer and Seller agree to execute, if requested by the Accounting Arbitrator, a reasonable engagement letter in customary form and shall cooperate with the Accounting Arbitrator and promptly provide documents and information reasonably requested by the Accounting Arbitrator so as to enable it to make its determination as quickly and as accurately as practicable. (di) Following If the delivery of Closing Date Net Working Capital as finally determined pursuant to Section 2.05(b) or (c) (the “Final Closing Date Net Working Capital”) is greater than the Working Capital Target, then the Purchase Price Adjustment Statement, Buyer shall cause the Company to permit the Contributors Representative and its counsel, accountants and other advisors reasonable access (during normal business hours, with the right to make copies) to the financial and other relevant books and records of the Company (including the accounting working papers in the Company’s possession; provided that the party requesting work papers has executed and delivered any non-reliance, release or other agreements customarily required be increased by the accounting firm that prepared such work papers) used in preparing amount by which the Final Closing Date Statement or Net Working Capital exceeds the Working Capital Target. If the Final Closing Date Net Working Capital is less than the Working Capital Target, then the Purchase Price Adjustment Statement, and cause shall be decreased by the personnel of amount by which the Company to cooperate with Final Closing Date Net Working Capital is less than the Contributors Representative and its representatives to the extent reasonably required (including by making personnel and its and their relevant representatives available to Contributors Representative and its representatives), in each case for the purposes of the reasonable review and objection right and dispute and allocation process contemplated in this Section 1.6 and at the Contributors’ expense.Working Capital Target;

Post-Closing Purchase Price Determination. (ai) After ClosingAs soon as practicable, Buyer shall prepare and, within but in no event later than ninety (90) days after Closingthe Closing Date, Buyer shall prepare and deliver to the Contributors Representative, APD a statement setting forth Buyer’s determination of (i) Closing Date Working Capital, (ii) Closing Date Cash, (iii) Closing Date Debt and (iv) the Transaction Costs (the “Purchase Price Preliminary Adjustment Statement”). (b) If containing a reasonably detailed calculation by Buyer of the Contributors Representative disagrees with Closing Net Working Capital of the Purchase Price Adjustment StatementPMD Business, the Contributors Representative shall notify Buyer Closing Cash and the Closing Indebtedness, in writing of such disagreement within thirty (30) days after delivery each case as of the Purchase Price Adjustment Statement, which notice shall describe Effective Time prepared in reasonable detail substantially the nature of such disagreement, including same format as the specific items involved, the dollar amounts thereof and the calculations associated with the disputed items (a “Purchase Price Dispute Notice”). Any component of Buyer’s Purchase Price Adjustment Estimated Statement that is not the subject of an objection by the Contributors Representative shall be final and binding on the Parties and deemed to be part of the Final Purchase Price Adjustment Statement. If the Contributors Representative does not deliver a Purchase Price Dispute Notice within such thirty (30)-day period, or if the Contributors Representative otherwise earlier notifies Buyer in writing that the Contributors Representative has no disputes or objections to the Purchase Price Adjustment Statement, the Purchase Price Adjustment Statement, as delivered by Buyer to the Contributors Representative, shall be the Final Purchase Price Adjustment Statement. If the Contributors Representative does deliver a Purchase Price Dispute Notice within such thirty (30)-day period (the aggregate amount in dispute as set forth in the Purchase Price Dispute Notice, the “Disputed Closing Adjustment Amounts”), then all prepared on a basis consistent with the Disputed Amounts shall be resolved pursuant to Section 1.6(c)Accounting Principles. (cii) Buyer and the Contributors Representative shall negotiate in good faith to resolve any Disputed Amounts and, if the Parties are able to resolve some or all Disputed Amounts (the Disputed Amounts so resolved during such period, the “Resolved Items”), such Resolved Items will be final, conclusive and binding on the Parties and the Purchase Price Adjustment Statement shall be modified to reflect such resolution In connection with Buyer’s preparation of the Resolved Items (and for the avoidance of doubt, if all prior Disputed Amounts have been so resolved, then such modified Purchase Price Adjustment Statement shall be the Final Purchase Price Preliminary Adjustment Statement). If Buyer , APD shall, and the Contributors Representative are unable shall cause its Affiliates to, (A) provide reasonable access, during normal business hours and upon reasonable notice, to resolve its employees and all Disputed Amounts within twenty (20) days after delivery of the Contributors Representative’s Purchase Price Dispute Noticework papers, then the unresolved Disputed Amounts shall be referred for final determination to an independent accounting firm mutually agreeable to all Parties (such firmschedules, memoranda and other documents prepared or another firm appointed pursuant to this Section 1.6, the “Accounting Arbitrator”), within fifteen (15) days after the end of such twenty (20)-day period. If such independent accounting firm has any material relationship with Xxxxx, the Contributors reviewed by APD or any of their respective Affiliates, its employees and accountants or is otherwise unwilling or unable other Representatives which are relevant to serve, the Preliminary Adjustment Statement (which access shall be provided promptly after request by Buyer and/or its Representatives) and (B) use its reasonable best efforts to cause APD’s independent accountant to communicate and cooperate with Buyer and the Contributors Representative its Representatives with respect to such preparation; provided, that, APD shall jointly appoint as the Accounting Arbitrator a different nationally recognized firm of independent certified public accountants, which does not have be required to disclose any material relationship Privileged information. (iii) If APD disagrees with Buyer’s calculation of the Closing Adjustment Amounts, the Contributors Representative or any of their respective Affiliates. If Xxxxx and the Contributors Representative are unable to agree upon an alternative Accounting Arbitrator within such fifteen (15)-day periodAPD shall promptly, then the Accounting Arbitrator shall be an accounting firm of national standing designated by the American Arbitration Association (which does not have any material relationship with Buyer, the Contributors Representative or any of their respective Affiliates). The Contributors Representative and Xxxxx shall execute any agreement reasonably required by the Accounting Arbitrator for its engagement hereunder. The Accounting Arbitrator shall consider only those Disputed Amounts which Buyer and the Contributors Representative have been unable to resolve. The Accounting Arbitrator will act as an arbitrator (not an expert) and may select as a resolution the position of either Buyer or the Contributors Representative for each Disputed Amount (based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review) or may impose an alternative resolution which cannot be higher but in no event later than the highest value or lower than the lowest value presented by each Party for a disputed amount. The Accounting Arbitrator shall deliver to Buyer and the Contributors Representative, as promptly as practicable, and in any event within forty-five (45) days after receiving the Preliminary Adjustment Statement (the “Review Period”) deliver to Buyer written notice describing its appointmentdispute by specifying those items or amounts as to which APD disagrees, together with APD’s determination of such disputed items and amounts and a written report description setting forth in reasonable detail the resolution nature of the disputed items (a “Dispute Notice”). If APD either gives notice that it agrees with Buyer’s calculation of the Closing Adjustment Amounts or fails to deliver a Dispute Notice within the Review Period, Buyer and APD agree that the Preliminary Adjustment Statement shall be deemed to set forth the Closing Adjustment Amounts with respect to those items that have been agreed upon or for which APD shall have failed to deliver a Dispute Notice (and shall constitute the respective Final Adjustment Amount). If APD delivers a Dispute Notice to Buyer within the Review Period, APD and Buyer will use good faith efforts to resolve the dispute during the thirty (30)-day period commencing on the date APD delivers the Dispute Notice to Buyer (and all such discussions related thereto shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule and evidence of such Disputed Amountsdiscussions shall not be admissible in any future proceedings between the parties). Such report If Buyer and APD are not able to resolve all disputed items within such thirty (30)-day period, then either party shall be final and binding upon have the Parties, and the determination of the Accounting Arbitrator 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 over the Party against which such determination is right to be enforced. In selecting such resolution, the Accounting Arbitrator shall rely solely on the terms of this Agreement and on written submissions and supporting material provided by Xxxxx and the Contributors Representative, and at the Accounting Arbitrator’s election, pursuant to responses provided by Xxxxx and the Contributors Representative to inquiries posed by the Accounting Arbitrator’s review of the foregoing, but not pursuant to an independent review. Upon the decision of the Accounting Arbitrator, the Purchase Price Adjustment Statement, as adjusted to the extent necessary to reflect the Accounting Arbitrator’s decision (and as otherwise adjusted in accordance with this Article I), shall be the Final Purchase Price Adjustment Statement. The fees, costs and expenses of the Accounting Arbitrator shall be allocated to and borne by Xxxxx, on the one hand, and Contributors, on the other hand, based on the inverse of the percentage that the Accounting Arbitrator’s determination (before such allocation) bears to the Disputed Amount as originally submitted to the Accounting Arbitrator. For example, should submit the items in dispute total in amount following the expiration of such thirty (30)-day period to $1,000 and Ernst & Young LLP, or if Ernst & Young LLP is unwilling to serve, another mutually acceptable internationally recognized independent accounting firm (the “Accounting Arbitrator awards $600 in favor of the Contributors Representative’s position, 60% of the costs of its review would Firm”). The Accounting Firm shall be borne by Xxxxx and 40% of the costs would be borne by Contributors. (d) Following the delivery of the Purchase Price Adjustment Statement, Buyer shall cause the Company to permit the Contributors Representative and its counsel, accountants and other advisors given reasonable access (during normal business hours, with the right to make copies) to the financial and other all relevant books and records of the Company (including the accounting working papers in the Company’s possession; provided that the party requesting work papers has executed and delivered any non-reliance, release or other agreements customarily required by the accounting firm that prepared such work papers) used in preparing PMD Business to calculate the Closing Date Statement or the Purchase Price Adjustment Statement, and cause the personnel of the Company to cooperate with the Contributors Representative and its representatives to the extent reasonably required (including by making personnel and its and their relevant representatives available to Contributors Representative and its representatives), in each case for the purposes of the reasonable review and objection right and dispute and allocation process contemplated in this Section 1.6 and at the Contributors’ expense.Amounts. If any remaining issues

Post-Closing Purchase Price Determination. (ai) After ClosingAs soon as practicable, but in no event later than sixty (60) days after the Closing Date, Buyer shall prepare and, within ninety (90) days after Closing, Buyer shall and deliver to TDY the Contributors Representativefollowing (collectively, the “Preliminary Adjustment Statement”): (A) a statement setting forth Buyer’s determination (x) a reasonably detailed calculation by Buyer of the Net Working Capital of the Tungsten Materials Business, prepared by Buyer in accordance with the Closing Net Working Capital Principles and on a basis consistent with the Preliminary Closing Net Working Capital Statement, and (iy) the amount of any Cash Equivalents held by any of the Transferred Subsidiaries as of the Effective Time (together, the “Closing Date Adjustment Amounts”); and (B) a certificate of an executive officer of Buyer certifying that the Preliminary Closing Net Working Capital, Capital Statement has been prepared in accordance with the Closing Net Working Capital Principles. (ii) Closing Date Cash, (iii) Closing Date Debt and (iv) the Transaction Costs (the “Purchase Price Adjustment Statement”). (b) If the Contributors Representative TDY disagrees with the Purchase Price Adjustment Statement, the Contributors Representative shall notify Buyer in writing of such disagreement within thirty (30) days after delivery Buyer’s calculation of the Purchase Price Closing Adjustment StatementAmounts, which notice TDY shall describe promptly, but in reasonable detail the nature of such disagreement, including the specific items involved, the dollar amounts thereof and the calculations associated with the disputed items (a “Purchase Price Dispute Notice”). Any component of Buyer’s Purchase Price Adjustment Statement that is not the subject of an objection by the Contributors Representative shall be final and binding on the Parties and deemed to be part of the Final Purchase Price Adjustment Statement. If the Contributors Representative does not deliver a Purchase Price Dispute Notice within such thirty (30)-day period, or if the Contributors Representative otherwise earlier notifies Buyer in writing that the Contributors Representative has no disputes or objections to the Purchase Price Adjustment Statement, the Purchase Price Adjustment Statement, as delivered by Buyer to the Contributors Representative, shall be the Final Purchase Price Adjustment Statement. If the Contributors Representative does deliver a Purchase Price Dispute Notice within such thirty (30)-day period (the aggregate amount in dispute as set forth in the Purchase Price Dispute Notice, the “Disputed Amounts”), then the Disputed Amounts shall be resolved pursuant to Section 1.6(c). (c) Buyer and the Contributors Representative shall negotiate in good faith to resolve any Disputed Amounts and, if the Parties are able to resolve some or all Disputed Amounts (the Disputed Amounts so resolved during such period, the “Resolved Items”), such Resolved Items will be final, conclusive and binding on the Parties and the Purchase Price Adjustment Statement shall be modified to reflect such resolution of the Resolved Items (and for the avoidance of doubt, if all prior Disputed Amounts have been so resolved, then such modified Purchase Price Adjustment Statement shall be the Final Purchase Price Adjustment Statement). If Buyer and the Contributors Representative are unable to resolve all Disputed Amounts within twenty (20) days after delivery of the Contributors Representative’s Purchase Price Dispute Notice, then the unresolved Disputed Amounts shall be referred for final determination to an independent accounting firm mutually agreeable to all Parties (such firm, or another firm appointed pursuant to this Section 1.6, the “Accounting Arbitrator”), within fifteen (15) days after the end of such twenty (20)-day period. If such independent accounting firm has any material relationship with Xxxxx, the Contributors or any of their respective Affiliates, or is otherwise unwilling or unable to serve, Buyer and the Contributors Representative shall jointly appoint as the Accounting Arbitrator a different nationally recognized firm of independent certified public accountants, which does not have any material relationship with Buyer, the Contributors Representative or any of their respective Affiliates. If Xxxxx and the Contributors Representative are unable to agree upon an alternative Accounting Arbitrator within such fifteen (15)-day period, then the Accounting Arbitrator shall be an accounting firm of national standing designated by the American Arbitration Association (which does not have any material relationship with Buyer, the Contributors Representative or any of their respective Affiliates). The Contributors Representative and Xxxxx shall execute any agreement reasonably required by the Accounting Arbitrator for its engagement hereunder. The Accounting Arbitrator shall consider only those Disputed Amounts which Buyer and the Contributors Representative have been unable to resolve. The Accounting Arbitrator will act as an arbitrator (not an expert) and may select as a resolution the position of either Buyer or the Contributors Representative for each Disputed Amount (based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review) or may impose an alternative resolution which cannot be higher event later than the highest value or lower than the lowest value presented by each Party for a disputed amount. The Accounting Arbitrator shall deliver to Buyer and the Contributors Representative, as promptly as practicable, and in any event within forty-five (45) days after receiving the Preliminary Adjustment Statement (the “Review Period”), deliver to Buyer written notice describing its appointmentdispute by specifying those items or amounts as to which TDY disagrees, together with TDY’s determination of such disputed items and amounts (a written report setting “Dispute Notice”). If TDY either gives notice that it agrees with Buyer’s calculation of the Closing Adjustment Amounts or fails to deliver a Dispute Notice within the Review Period, Buyer and TDY agree that the Preliminary Adjustment Statement shall be deemed to set forth the resolution Closing Adjustment Amounts with respect to those items that have been agreed upon or for which TDY shall have failed to deliver a Dispute Notice (and shall constitute the Final Net Working Capital and Final Closing Cash Amount). If TDY delivers a Dispute Notice to Buyer within the Review Period, TDY and Buyer will use good faith efforts to resolve the dispute during the 30-day period commencing on the date TDY delivers the Dispute Notice to Buyer (and all such discussions related thereto shall be governed by Rule 408 of the United States Federal Rules of Evidence, and any applicable similar state rule and evidence of such Disputed discussions shall not be admissible in any future proceedings between the parties). If Buyer and TDY are not able to resolve all disputed items within such 30-day period, then either party shall have the right to submit the items in dispute following the expiration of such 30-day period to KPMG LLP, or if KPMG LLP is unwilling to serve, to another mutually acceptable internationally recognized independent accounting firm (the “Accounting Firm”). The Accounting Firm shall be given reasonable access to all relevant records of the Tungsten Materials Business to calculate the Closing Adjustment Amounts. Such report shall If any remaining issues in dispute are submitted to the Accounting Firm for resolution, each of Buyer and TDY will be final and binding upon afforded an opportunity to present to the Parties, and Accounting Firm any material relating to the determination of the matters in dispute and to discuss such matters with the Accounting Arbitrator 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 over the Party against which Firm (with any such determination is materials to be enforced. In selecting such resolution, the Accounting Arbitrator shall rely solely on the terms of this Agreement and on written submissions and supporting material provided by Xxxxx and the Contributors Representative, and at the Accounting Arbitrator’s election, pursuant to responses provided by Xxxxx and the Contributors Representative to inquiries posed by the Accounting Arbitrator’s review of the foregoing, but not pursuant to an independent review. Upon the decision of the Accounting Arbitrator, the Purchase Price Adjustment Statement, as adjusted to the extent necessary to reflect the Accounting Arbitrator’s decision (and as otherwise adjusted in accordance with this Article I), shall be the Final Purchase Price Adjustment Statement. The fees, costs and expenses of the Accounting Arbitrator shall be allocated to and borne by Xxxxx, on the one hand, and Contributors, on the other hand, based on the inverse of the percentage that the Accounting Arbitrator’s determination (before such allocation) bears to the Disputed Amount as originally submitted to the Accounting Arbitrator. For example, should Firm within ten days following the items in dispute total in amount to $1,000 and the Accounting Arbitrator awards $600 in favor expiration of the Contributors Representative’s position30-day period referenced above). The Accounting Firm shall calculate, 60% of the costs of its review would be borne by Xxxxx and 40% of the costs would be borne by Contributors. (d) Following the delivery of the Purchase Price Adjustment Statement, Buyer shall cause the Company to permit the Contributors Representative and its counsel, accountants and other advisors reasonable access (during normal business hours, with the right to make copies) to the financial and other relevant books and records of the Company (including the accounting working papers in the Company’s possession; provided that the party requesting work papers has executed and delivered any non-reliance, release or other agreements customarily required by the accounting firm that prepared such work papers) used in preparing the Closing Date Statement or the Purchase Price Adjustment Statement, and cause the personnel of the Company to cooperate with the Contributors Representative and its representatives to the extent reasonably required (including by making personnel and its and their relevant representatives available to Contributors Representative and its representatives), in each case for the purposes of the reasonable review and objection right and dispute and allocation process contemplated in this Section 1.6 and at the Contributors’ expense.based solely on the

Post-Closing Purchase Price Determination. (a) After ClosingAs soon as practicable, Buyer shall prepare and, within ninety but in no event later sixty (9060) days after Closingthe Closing Date, Buyer Buyers shall prepare and deliver to ASD the Contributors Representativefollowing (collectively, a statement setting forth Buyer’s determination of the “Preliminary Adjustment Statement”): (i) an unaudited combined balance sheet of the B&K Business as of the Effective Time (the “Preliminary Closing Date Balance Sheet”), prepared by Buyers in accordance with the Closing Balance Sheet Principles; (ii) a certificate of an executive officer of Buyers certifying that the Preliminary Closing Balance Sheet has been prepared in accordance with the Closing Balance Sheet Principles; and (iii) a reasonably detailed calculation by Buyers of Net Working Capital, (ii) the Cash Amount, and the Indebtedness Amount of the B&K Business, in each case as of the Effective Time based on the Preliminary Closing Date Cash, (iii) Closing Date Debt and (iv) the Transaction Costs Balance Sheet (the “Purchase Price Closing Adjustment StatementAmounts”)) and prepared on a basis consistent with the Closing Balance Sheet Principles. (b) If the Contributors Representative ASD disagrees with Buyers’ calculation of the Purchase Price Closing Adjustment Amounts, ASD shall promptly, but in no event later than sixty (60) days after receiving the Preliminary Adjustment Statement (the “Review Period”) deliver to Buyers written notice describing in reasonable detail their dispute by specifying those items or amounts as to which ASD disagrees, together with ASD’s determination of such disputed items and amounts (a “Dispute Notice”). If ASD either gives notice that it agrees with Buyer’s calculation of the Closing Adjustment Amounts or fails to deliver a Dispute Notice within the Review Period, Buyers and ASD agree that the Preliminary Adjustment Statement shall be deemed to set forth the Closing Adjustment Amounts with respect to those items that have been agreed upon or for which Buyers shall have failed to deliver a Dispute Notice (and shall constitute the respective “Final Adjustment Amount” for purposes of Section 3.2(c)). If ASD delivers a Dispute Notice to Buyers within the Review Period, ASD and Buyers will use reasonable good faith efforts to resolve the dispute during the 30 day period commencing on the date ASD delivers the Dispute Notice to Buyers. If Buyers and ASD are not able to resolve all disputed items within such 30 day period, then the items in dispute shall be submitted immediately following the expiration of such 30 day period to Deloitte & Touche LLP, or if Deloitte & Touche LLP is unwilling to serve, another mutually acceptable nationally recognized independent accounting firm (the “Accounting Firm”). The Accounting Firm shall be given reasonable access to all relevant records of the B&K Business to calculate the Closing Adjustment Amounts. If any remaining issues in dispute are submitted to the Accounting Firm for resolution, each of the Buyers and ASD will be afforded an opportunity to present to the Accounting Firm any material relating to the determination of the matters in dispute and to discuss such matters with the Accounting Firm. The Accounting Firm shall act as an expert and not as an arbitrator to calculate, based solely on the written submissions of Buyers, on the one hand, and ASD, on the other, and not by independent investigation, the Closing Adjustment Amounts and shall be instructed that its calculation (A) must be made in accordance with the standards and definitions in this Agreement and Exhibit H, and (B) with respect to each item in dispute, must be within the range of values established for such amount as determined by reference to the value assigned to such amount by ASD in the Dispute Notice and by Buyers in the Preliminary Adjustment Statement. The Accounting Firm shall submit such calculation to ASD and the Buyers as soon as practicable, the Contributors Representative shall notify Buyer but in writing of such disagreement any event within thirty (30) days after delivery the remaining issues in dispute are submitted to the Accounting Firm. The determination by the Accounting Firm of the Purchase Price Closing Adjustment StatementAmounts, which as set forth in a written notice shall describe delivered to the Buyers and ASD by the Accounting Firm in reasonable detail accordance with this Agreement will be binding and conclusive on the nature Buyers and ASD. Closing Adjustment Amounts as determined after all disputes have been resolved in accordance with this Section 3.2(b) is referred to herein collectively as the “Final Adjustment Amounts” and individually as the “Final Net Working Capital”, the “Final Cash Amount”, and the “Final Indebtedness Amount”, respectively. (c) The fees and expenses of such disagreement, including the specific items involved, the dollar amounts thereof Accounting Firm will be borne pro rata by Buyers and the calculations associated with the disputed items (a “Purchase Price Dispute Notice”). Any component of Buyer’s Purchase Price Adjustment Statement that is not the subject of an objection by the Contributors Representative shall be final and binding ASD based on the Parties and deemed to be part proportionate amount of deviation of the Final Purchase Price determination of Closing Adjustment Statement. If the Contributors Representative does not deliver a Purchase Price Dispute Notice within such thirty (30)-day periodAmounts, or if the Contributors Representative otherwise earlier notifies Buyer in writing that the Contributors Representative has no disputes or objections to the Purchase Price Adjustment Statement, the Purchase Price Adjustment Statement, as delivered by Buyer to the Contributors Representative, shall be the Final Purchase Price Adjustment Statement. If the Contributors Representative does deliver a Purchase Price Dispute Notice within such thirty (30)-day period (the aggregate amount in dispute as set forth in the Purchase Price Dispute Notice, the “Disputed Amounts”), then the Disputed Amounts shall be resolved pursuant to Section 1.6(c). (c) Buyer Notice and the Contributors Representative shall negotiate in good faith to resolve any Disputed Amounts and, if the Parties are able to resolve some or all Disputed Amounts (the Disputed Amounts so resolved during such period, the “Resolved Items”), such Resolved Items will be final, conclusive and binding on the Parties and the Purchase Price Adjustment Statement shall be modified to reflect such resolution of the Resolved Items (and for the avoidance of doubt, if all prior Disputed Amounts have been so resolved, then such modified Purchase Price Adjustment Statement shall be the Final Purchase Price Preliminary Adjustment Statement). If Buyer and , respectively, from the Contributors Representative are unable to resolve all Disputed determination of Final Adjustment Amounts within twenty (20) days after delivery of the Contributors Representative’s Purchase Price Dispute Notice, then the unresolved Disputed Amounts shall be referred for final determination to an independent accounting firm mutually agreeable to all Parties (such firm, or another firm appointed pursuant to this Section 1.6, the “Accounting Arbitrator”), within fifteen (15) days after the end of such twenty (20)-day period. If such independent accounting firm has any material relationship with Xxxxx, the Contributors or any of their respective Affiliates, or is otherwise unwilling or unable to serve, Buyer and the Contributors Representative shall jointly appoint as the Accounting Arbitrator a different nationally recognized firm of independent certified public accountants, which does not have any material relationship with Buyer, the Contributors Representative or any of their respective Affiliates. If Xxxxx and the Contributors Representative are unable to agree upon an alternative Accounting Arbitrator within such fifteen (15)-day period, then the Accounting Arbitrator shall be an accounting firm of national standing designated by the American Arbitration Association (which does not have any material relationship with Buyer, the Contributors Representative or any of their respective Affiliates). The Contributors Representative and Xxxxx shall execute any agreement reasonably required made by the Accounting Arbitrator for its engagement hereunder. The Accounting Arbitrator shall consider only those Disputed Amounts which Buyer and the Contributors Representative have been unable to resolve. The Accounting Arbitrator will act as an arbitrator (not an expert) and may select as a resolution the position of either Buyer or the Contributors Representative for each Disputed Amount (based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review) or may impose an alternative resolution which cannot be higher than the highest value or lower than the lowest value presented by each Party for a disputed amount. The Accounting Arbitrator shall deliver to Buyer and the Contributors Representative, as promptly as practicable, and in any event within forty-five (45) days after its appointment, a written report setting forth the resolution of such Disputed Amounts. Such report shall be final and binding upon the Parties, and the determination of the Accounting Arbitrator 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 over the Party against which such determination is to be enforced. In selecting such resolution, the Accounting Arbitrator shall rely solely on the terms of this Agreement and on written submissions and supporting material provided by Xxxxx and the Contributors Representative, and at the Accounting Arbitrator’s election, pursuant to responses provided by Xxxxx and the Contributors Representative to inquiries posed by the Accounting Arbitrator’s review of the foregoing, but not pursuant to an independent review. Upon the decision of the Accounting Arbitrator, the Purchase Price Adjustment Statement, as adjusted to the extent necessary to reflect the Accounting Arbitrator’s decision (and as otherwise adjusted in accordance with this Article I), shall be the Final Purchase Price Adjustment Statement. The fees, costs and expenses of the Accounting Arbitrator shall be allocated to and borne by Xxxxx, on the one hand, and Contributors, on the other hand, based on the inverse of the percentage that the Accounting Arbitrator’s determination (before such allocation) bears to the Disputed Amount as originally submitted to the Accounting Arbitrator. For example, should the items in dispute total in amount to $1,000 and the Accounting Arbitrator awards $600 in favor of the Contributors Representative’s position, 60% of the costs of its review would be borne by Xxxxx and 40% of the costs would be borne by ContributorsFirm. (d) Following the delivery In connection with ASD’s review of the Purchase Price Preliminary Adjustment Statement, Buyer Buyers (i) shall cause the Company to permit the Contributors Representative and its counselprovide reasonable access, accountants and other advisors reasonable access (during normal business hourshours and upon reasonable notice, with to all work papers, schedules, memoranda and other documents prepared or reviewed by Buyers or any of its accountants or other representatives during the right to make copies) course of its review which are relevant to the financial and other relevant books and records of the Company (including the accounting working papers in the Company’s possession; provided that the party requesting work papers has executed and delivered any non-reliance, release or other agreements customarily required by the accounting firm that prepared such work papers) used in preparing the Closing Date Statement or the Purchase Price Preliminary Adjustment Statement, and cause the personnel of the Company to cooperate that such access be provided promptly after request by ASD and/or its representatives and (ii) request that Buyers’ independent accountant communicate with the Contributors Representative ASD and its representatives with respect to the extent reasonably required (including by making personnel and its and their relevant representatives available to Contributors Representative and its representatives), in each case for the purposes of the reasonable review and objection right and dispute and allocation process contemplated in this Section 1.6 and at the Contributors’ expensesuch review.

Post-Closing Purchase Price Determination. (a) After Closing, Buyer GTY shall prepare and, within ninety (90) days after Closing, Buyer GTY shall deliver to the Contributors Bonfire Holders’ Representative, a statement (together with reasonable supporting documentation) setting forth BuyerGTY’s determination of (i) Closing Date Working Capital, (ii) Closing Date Cash, and (iii) Closing Date Debt and (iv) the Transaction Costs Indebtedness (the “Purchase Price Adjustment Statement”). (b) Following the Closing Date, the Company shall permit the Bonfire Holders’ Representative and its counsel, accountants and other advisors reasonable access (during normal business hours, with the right to make copies) to the financial and other relevant books and records of the Company and its Subsidiaries, in each case for the purposes of the review and objection right and dispute process contemplated in this Section 1.6. Notwithstanding the foregoing provisions of this Section 1.6(b), the Company shall not be required to, or to cause any of its Subsidiaries or Affiliates to, grant access to or furnish information to the Bonfire Holders’ Representative to the extent that, in each case on the advice of its outside counsel (i) such information is subject to an attorney/client or attorney work product privilege or (ii) such access or the furnishing of such information is prohibited by applicable Law, in which case GTY shall use its commercially reasonable efforts to provide the requested information in such alternative manner as may be reasonably required for the purposes of the review and objection right and dispute process contemplated in this Section 1.6. (c) If the Contributors Bonfire Holders’ Representative disagrees with the Purchase Price Adjustment Statement, the Contributors Bonfire Holders’ Representative shall notify Buyer GTY in writing of such disagreement within thirty (30) days after delivery of the Purchase Price Adjustment Statement, which notice (subject to GTY’s compliance with its obligations set forth in Section 1.6(b) above) shall describe in reasonable detail the nature of such disagreement, including the specific items involved, involved and the dollar amounts thereof and the calculations associated with the disputed items (a “Purchase Price Dispute Notice”). Any component of BuyerGTY’s Purchase Price Adjustment Statement that is not the subject of an objection by the Contributors Bonfire Holders’ Representative shall be final and binding on the Parties and deemed to be part of the Final Purchase Price Adjustment Statement. If the Contributors Bonfire Holders’ Representative does not deliver a Purchase Price Dispute Notice within such thirty (30)-day 30-day period, or if the Contributors Representative otherwise earlier notifies Buyer in writing that the Contributors Representative has no disputes or objections to the Purchase Price Adjustment Statement, the Purchase Price Adjustment Statement, as delivered by Buyer GTY to the Contributors Bonfire Holders’ Representative, shall be the “Final Purchase Price Adjustment Statement”. If the Contributors Bonfire Holders’ Representative does deliver a Purchase Price Dispute Notice within such thirty (30)-day 30-day period (the aggregate amount in dispute as set forth in the Purchase Price Dispute Notice, the “Disputed Amounts”), then the Disputed Amounts shall be resolved pursuant to Section 1.6(c1.6(d). (cd) Buyer GTY and the Contributors Bonfire Holders’ Representative shall negotiate in good faith to resolve any Disputed Amounts and, if the Parties are able to resolve some or all Disputed Amounts (the Disputed Amounts so resolved during such periodAmounts, the “Resolved Items”), such Resolved Items will be final, conclusive and binding on the Parties and the Purchase Price Adjustment Statement shall be Statement, as modified to reflect such resolution of the Resolved Items (and for the avoidance of doubtresolution, if all prior Disputed Amounts have been so resolved, then such modified Purchase Price Adjustment Statement shall be the “Final Purchase Price Adjustment Statement)”. If Buyer GTY and the Contributors Bonfire Holders’ Representative are unable to resolve all Disputed Amounts within twenty (20) days after delivery of the Contributors Bonfire Holders’ Representative’s Purchase Price Dispute Notice, then the unresolved Disputed Amounts shall be referred for final determination to an independent accounting firm a mutually agreeable to all Parties (such firm, or another firm appointed pursuant to this Section 1.6, the “Accounting Arbitrator”), within fifteen (15) days after the end of such twenty (20)-day period. If such independent accounting firm has any material relationship with Xxxxx, the Contributors or any of their respective Affiliates, or is otherwise unwilling or unable to serve, Buyer and the Contributors Representative shall jointly appoint as the Accounting Arbitrator a different agreed upon nationally recognized firm of independent certified public accountants, which does not have any material relationship with BuyerGTY, the Contributors Bonfire Holders’ Representative or any of their respective AffiliatesAffiliates (such firm, or any successor thereto, the “Accounting Expert”) within fifteen (15) days after the end of such 20-day period. If Xxxxx GTY and the Contributors Bonfire Holders’ Representative are unable to agree upon an alternative Accounting Arbitrator Expert within such fifteen (15)-day 15-day period, then the Accounting Arbitrator Expert shall be an accounting firm of national standing designated by the American Arbitration Association (in New York, New York which does not have any material relationship with BuyerGTY, the Contributors Bonfire Holders’ Representative or any of their respective Affiliates). The Contributors Bonfire Holders’ Representative and Xxxxx GTY shall execute any agreement reasonably required by the Accounting Arbitrator Expert for its engagement hereunder. The Accounting Arbitrator Expert shall consider only those Disputed Amounts which Buyer GTY and the Contributors Bonfire Holders’ Representative have been unable to resolve. The Accounting Arbitrator Expert will act as an arbitrator expert (not an expertarbitrator) and may select as a resolution the position of either Buyer GTY or the Contributors Bonfire Holders’ Representative for each Disputed Amount (based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review) or may impose an alternative resolution which cannot be higher than the highest value or lower than the lowest value presented by each Party for a disputed amount. The Accounting Arbitrator Expert shall deliver to Buyer GTY and the Contributors Bonfire Holders’ Representative, as promptly as practicable, and in any event within forty-five (45) days after its appointment, a written report setting forth the resolution of such Disputed Amounts. Such report shall be final and binding upon the Parties, and the determination of the Accounting Arbitrator 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 over the Party against which such determination is to be enforced. In selecting such resolution, the Accounting Arbitrator Expert shall rely solely on the terms of this Agreement and on written submissions and supporting material provided by Xxxxx GTY and the Contributors Bonfire Holders’ Representative, and at the Accounting ArbitratorExpert’s election, pursuant to responses provided by Xxxxx the GTY and the Contributors Bonfire Holders’ Representative to inquiries posed by the Accounting ArbitratorExpert’s review of the foregoing, but not pursuant to an independent review. Upon the decision of the Accounting ArbitratorExpert, the Purchase Price Adjustment Statement, as adjusted to the extent necessary to reflect the Accounting ArbitratorExpert’s decision (and as otherwise adjusted in accordance with this Article ISection 1.6), shall be the Final Purchase Price Adjustment Statement. The fees, costs and expenses of the Accounting Arbitrator Expert shall be allocated to and borne by Xxxxx, on GTY and the one hand, and Contributors, on the other hand, Bonfire Holders’ Representative based on the inverse of the percentage that the Accounting ArbitratorExpert’s determination (before such allocation) bears to the Disputed Amount as originally submitted to the Accounting ArbitratorExpert. For example, should the items in dispute total in amount to $1,000 and the Accounting Arbitrator Expert awards $600 in favor of the Contributors Bonfire Holders’ Representative’s position, 60% of the costs of its review would be borne by Xxxxx GTY and 40% of the costs would be borne by Contributors. (d) Following the delivery Bonfire Holders’ Representative. Notwithstanding anything herein to the contrary, no resolution of any Disputed Amount or any facts, circumstances or events giving rise to any such Disputed Amount, whether by the Purchase Price Adjustment StatementAccounting Expert otherwise, Buyer shall cause the Company to permit the Contributors Representative and its counsel, accountants and other advisors reasonable access (during normal business hours, with limit the right of any party to make copies) assert and prevail on a claim for a breach of a representation or warranty hereunder pursuant to Article 8 (and subject to the financial and other relevant books and records of the Company (including the accounting working papers in the Company’s possession; provided that the party requesting work papers has executed and delivered any non-reliance, release or other agreements customarily required by the accounting firm that prepared such work papers) used in preparing the Closing Date Statement or the Purchase Price Adjustment Statement, and cause the personnel of the Company to cooperate with the Contributors Representative and its representatives to the extent reasonably required (including by making personnel and its and their relevant representatives available to Contributors Representative and its representativeslimitations set forth therein), in each case for the purposes of the reasonable review and objection right and dispute and allocation process contemplated in this Section 1.6 and at the Contributors’ expense.

Post-Closing Purchase Price Determination. (a) After the Closing, Buyer shall prepare and, within ninety sixty (9060) days after the Closing, Buyer shall deliver to the Contributors RepresentativeSeller, a statement setting forth Buyer’s determination 's calculation of (i) Closing Date Working Capital, (ii) Closing Date Cash, (iii) Closing Date Debt Indebtedness and (iv) the Closing Date Company Transaction Costs Expenses (the “"Purchase Price Adjustment Statement”"), which statement shall contain a balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), and a calculation of Closing Date Working Capital. (b) If the Contributors Representative Seller disagrees in good faith with the Purchase Price Adjustment Statement, the Contributors Representative Seller shall notify Buyer in writing of such disagreement within thirty (30) days after delivery of the Purchase Price Adjustment Statement, which notice shall describe in reasonable detail the nature of such disagreement, including the specific items involved, involved and the dollar amounts thereof and the calculations associated with the disputed items (a “"Purchase Price Dispute Notice”"). Any component For purposes of Buyer’s clarity, a statement to the effect that Seller objects to, or disagrees with, the Purchase Price Adjustment Statement that is not without specifying the subject of an objection by the Contributors Representative shall be final and binding on the Parties and deemed items required to be part of the Final set forth in a Purchase Price Adjustment StatementDispute Notice, shall not constitute a valid Purchase Price Dispute Notice. Once delivered, Seller may not modify or amend the Purchase Price Dispute Notice except to waive all or any portion of such disagreement. If the Contributors Representative Seller does not deliver a valid Purchase Price Dispute Notice within such thirty (30)-day 30) day period, or if the Contributors Representative otherwise earlier notifies Buyer in writing that the Contributors Representative has no disputes or objections to the Purchase Price Adjustment Statement, the Purchase Price Adjustment Statement, as delivered by Buyer to the Contributors RepresentativeSeller, shall be the Final Purchase Price Adjustment Statement. If the Contributors Representative does deliver Seller delivers a valid Purchase Price Dispute Notice within such thirty (30)-day period 30) day period, then such disputed amounts (the aggregate amount in dispute as set forth in the Purchase Price Dispute Notice, the “"Disputed Amounts”), then the Disputed Amounts ") shall be resolved pursuant to Section 1.6(c3.3(c). (c) Buyer and the Contributors Representative Seller shall negotiate in good faith to resolve any Disputed Amounts and, if the Parties parties are able to resolve some or all Disputed Amounts (the Disputed Amounts so resolved during such periodAmounts, the “Resolved Items”), such Resolved Items will be final, conclusive and binding on the Parties and the Purchase Price Adjustment Statement shall be Statement, as modified to reflect such resolution of the Resolved Items (and for the avoidance of doubtresolution, if all prior Disputed Amounts have been so resolved, then such modified Purchase Price Adjustment Statement shall be the Final Purchase Price Adjustment Statement). If Buyer and the Contributors Representative Seller are unable to resolve all Disputed Amounts within twenty thirty (2030) days after delivery of the Contributors Representative’s a Purchase Price Dispute Notice, then the unresolved Disputed Amounts shall may be referred by either Buyer or Seller for final determination to an independent accounting firm mutually agreeable to all Parties KPMG LLP (such firm, or another firm appointed determined pursuant to this Section 1.63.3(c), the “"Accounting Arbitrator”), ") within fifteen (15) days after the end of such twenty thirty (20)-day 30) day period. If such independent accounting firm has any ; provided, that KPMG LLP shall not have, or have had, a material relationship with XxxxxBuyer, the Contributors Seller or any of their respective AffiliatesAffiliates at any time in the four (4) years prior to the date of the Purchase Price Dispute Notice. If neither party refers the Disputed Amounts to the Accounting Arbitrator within the applicable fifteen (15) day period, or then the Purchase Price Adjustment Statement, as delivered by Buyer to Seller, shall be the final Purchase Price Adjustment Statement. If KPMG LLP is otherwise unwilling or unable to serve, Buyer and the Contributors Representative Seller shall jointly appoint as the Accounting Arbitrator a different nationally or regionally recognized firm of independent P:01274586-13:86B79.003 21 I\14146902.20 certified public accountants, which does not have have, and has not at any time in the four (4) years prior to the date of the Purchase Price Dispute Notice had, any material relationship with Buyer, the Contributors Representative Seller or any of their respective Affiliates. If Xxxxx Buyer and the Contributors Representative Seller are unable to agree upon an alternative Accounting Arbitrator within such fifteen (15)-day period15) days after the conclusion of the thirty (30) day period initially specified above, then the Accounting Arbitrator shall be an accounting firm of national standing designated by the American Arbitration Association in San Diego, California (which does not have have, and has not in the four (4) years prior to the date of the Purchase Price Dispute Notice had, any material relationship with Buyer, the Contributors Representative Seller or any of their respective Affiliates). The Contributors Representative and Xxxxx shall execute any agreement reasonably required by the Accounting Arbitrator for its engagement hereunder. The Accounting Arbitrator shall consider only those Disputed Amounts which Buyer and the Contributors Representative Seller have been unable to resolve. The Accounting Arbitrator will act as an arbitrator (not an expert) and may select as a resolution the position of either Buyer or the Contributors Representative for each Disputed Amount (shall make its determination based solely on presentations and supporting material materials provided by the Parties Buyer and Seller, and not pursuant to any independent review. Buyer and Seller shall contemporaneously provide copies to one another of all written submissions to the Accounting Arbitrator and shall be permitted to attend (and shall receive reasonable advance written notice of) any meeting with or may impose an alternative resolution which canpresentations to the Accounting Arbitrator. Buyer and Seller shall each use commercially reasonable efforts to make their presentations as promptly as practicable following submission to the Accounting Arbitrator of the disputed items (but in no event later than fifteen (15) days after engagement of the Accounting Arbitrator), and Buyer and Seller shall each be entitled, as part of its presentation, to respond to the presentation of the other party and any questions and requests of the Accounting Arbitrator. In deciding any matter or item in dispute, the Accounting Arbitrator (A) shall be bound by the provisions of this Section 3.3(c) and (B) shall not be higher assign a value to any particular item greater than the highest greatest value for such item claimed by either Buyer or lower Seller, or less than the lowest value for such item claimed by either Seller or Buyer, in each case as presented to the Accounting Arbitrator. No party shall disclose to the Accounting Arbitrator, and the Accounting Arbitrator shall not consider for any purpose, any settlement discussions or settlement offer made by each Party for a disputed amountany party, unless otherwise agreed in writing by Buyer and Seller. The Accounting Arbitrator shall deliver to Buyer and the Contributors RepresentativeSeller, as promptly as practicable, and in any event within forty-five sixty (4560) days after its appointment, a written report setting forth the resolution of such Disputed Amounts. Such The findings and determinations of the Accounting Arbitrator as set forth in its written report shall be final deemed final, conclusive and binding upon the Parties, and the determination parties. The parties shall be entitled to seek to have a judgment entered on such written report of the Accounting Arbitrator shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a in any court having jurisdiction over the Party against which such determination is to be enforced. In selecting such resolution, the Accounting Arbitrator shall rely solely on the terms of this Agreement and on written submissions and supporting material provided by Xxxxx and the Contributors Representative, and at the Accounting Arbitrator’s election, pursuant to responses provided by Xxxxx and the Contributors Representative to inquiries posed by the Accounting Arbitrator’s review of the foregoing, but not pursuant to an independent reviewcompetent jurisdiction. Upon the decision of the Accounting Arbitrator, the Purchase Price Adjustment Statement, as adjusted to the extent necessary to reflect the Accounting Arbitrator’s decision (and as otherwise adjusted in accordance with this Article I)decision, shall be the Final Purchase Price Adjustment StatementStatement and the party required to make a payment in accordance with the Final Purchase Price Adjustment Statement will pay such amount within three (3) business days of its receipt of the Final Purchase Price Adjustment Statement (or other applicable written notice of resolution of any other dispute resolved pursuant to this Section 3.3(c)). Any amount not paid when due will accrue interest at the rate of 8% per annum until paid in full. The fees, costs and expenses of the Accounting Arbitrator shall be allocated to and borne by XxxxxBuyer, on the one hand, and ContributorsSeller, on the other hand, based on the inverse of the percentage that the Accounting Arbitrator’s determination (before such allocation) bears to the Disputed Amount as originally submitted to the Accounting Arbitrator. For example, should the items in dispute total in an amount equal to one thousand dollars ($1,000 1,000) and the Accounting Arbitrator awards six hundred dollars ($600 600) in favor of the Contributors Representative’s Seller's position, sixty percent (60% %) of the costs of its review would be borne by Xxxxx Buyer, on the one hand, and forty percent (40% %) of the costs would be borne by Contributors. Seller, on the other hand. Buyer P:01274586-13:86B79.003 22 I\14146902.20 and Seller, and their respective Affiliates, will not engage the Accounting Arbitrator for three (d3) Following the delivery years following receipt of the Purchase Price Adjustment Statement, Buyer shall cause written report setting forth the Company to permit resolution of such Disputed Amounts from the Contributors Representative and its counsel, accountants and other advisors reasonable access (during normal business hours, with the right to make copies) to the financial and other relevant books and records of the Company (including the accounting working papers in the Company’s possession; provided that the party requesting work papers has executed and delivered any non-reliance, release or other agreements customarily required by the accounting firm that prepared such work papers) used in preparing the Closing Date Statement or the Purchase Price Adjustment Statement, and cause the personnel of the Company to cooperate with the Contributors Representative and its representatives to the extent reasonably required (including by making personnel and its and their relevant representatives available to Contributors Representative and its representatives), in each case for the purposes of the reasonable review and objection right and dispute and allocation process contemplated in this Section 1.6 and at the Contributors’ expenseAccounting Arbitrator.

Post-Closing Purchase Price Determination. (a) After Closing, Buyer shall prepare and, within ninety (90) days after Closing, Buyer shall deliver to the Contributors RepresentativeSeller, a statement statement, prepared in accordance with the Illustrative Purchase Price Adjustment Statement in Exhibit B, setting forth Buyer’s determination of (i) Closing Date Net Working Capital, calculated in the same manner as the Illustrative Closing Date Net Working Capital is calculated in Exhibit A, (ii) Closing Date Cash, Cash and (iii) Closing Date Debt and (iv) the Transaction Costs Indebtedness (the “Purchase Price Adjustment Statement”). For the purpose of preparing the Purchase Price Adjustment Statement, Buyer shall conduct a physical stock-take of the inventory included in Current Assets and located at the Companies’, their Subsidiaries’ and Schering-Plough Canada, Inc.’s material warehouses; Seller (or its representatives) shall participate in such stock-take. To the extent that the quantities included on the count sheets of such stock-take are jointly agreed by Buyer and Seller, such results shall be binding on the parties hereto for purposes of determining the Closing Date Net Working Capital set forth in the Purchase Price Adjustment Statement and the Final Purchase Price Adjustment Statement. To the extent that there are any disputes with respect to the results of the stock-take, such disputes shall be resolved in accordance the procedures set forth in this Section 2.9. For the avoidance of doubt, movements in items of physical inventory that are counted after Closing will need to be reconciled (rolled) back to 11:59 P.M. (Eastern time) on the date immediately prior to the Closing Date to demonstrate applicability for purposes of the Final Purchase Price Adjustment. (b) If the Contributors Representative Seller disagrees with the Purchase Price Adjustment Statement, the Contributors Representative Seller shall notify Buyer in writing of such disagreement within thirty forty-five (3045) days after delivery of the Purchase Price Adjustment Statement, which notice (a “Purchase Price Dispute Notice”) shall describe in reasonable detail the nature of such disagreement, including the specific items involved, involved and the dollar amounts thereof and (the calculations associated with “Dispute Amounts”). Once delivered, Seller may not modify or amend the disputed items (a “Purchase Price Dispute Notice”). Any component of Buyer’s Purchase Price Adjustment Statement that is not the subject of an objection by the Contributors Representative shall be final and binding on the Parties and deemed to be part of the Final Purchase Price Adjustment Statement. If the Contributors Representative Seller does not deliver a Purchase Price Dispute Notice within such thirty forty-five (30)-day 45)-day period, or if the Contributors Representative otherwise earlier notifies Buyer in writing that the Contributors Representative has no disputes or objections to the Purchase Price Adjustment Statement, the Purchase Price Adjustment Statement, as delivered by Buyer to the Contributors RepresentativeSeller, shall be the Final Purchase Price Adjustment Statement. If the Contributors Representative does deliver Seller delivers a Purchase Price Dispute Adjustment Notice within such thirty forty-five (30)-day period (the aggregate amount in dispute as set forth in the Purchase Price Dispute Notice, the “Disputed Amounts”)45)-day period, then the Disputed Dispute Amounts shall be resolved pursuant to Section 1.6(c2.9(c). (c) Buyer and the Contributors Representative Seller shall negotiate in good faith to resolve any Disputed Dispute Amounts and, if the Parties parties are able to resolve some or all Disputed Amounts (the Disputed Amounts so resolved during such periodDispute Amounts, the “Resolved Items”), such Resolved Items will be final, conclusive and binding on the Parties and the Purchase Price Adjustment Statement shall be Statement, as modified to reflect such resolution of the Resolved Items (and for the avoidance of doubtresolution, if all prior Disputed Amounts have been so resolved, then such modified Purchase Price Adjustment Statement shall be the Final Purchase Price Adjustment Statement). If Buyer and the Contributors Representative Seller are unable to resolve all Disputed Dispute Amounts within twenty (20) days after delivery of the Contributors Representative’s a Purchase Price Dispute Notice, then the unresolved Disputed Dispute Amounts shall be referred for final determination to an independent accounting firm mutually agreeable to all Parties (such firm, or another firm appointed pursuant to this Section 1.6, the “Accounting Arbitrator”), Arbitrator within fifteen (15) days after the end of such twenty (20)-day period. If such independent accounting firm has any material relationship with Xxxxx, the Contributors or any of their respective Affiliates, or is otherwise unwilling or unable to serveserve or has served as a consultant in the Contemplated Transactions, Buyer and the Contributors Representative Seller shall jointly appoint as the select an Accounting Arbitrator a different nationally recognized from an accounting firm of national standing that is not the independent certified public accountants, which does auditor of (and did not have any material relationship with Buyer, otherwise serve as a consultant on the Contributors Representative Contemplated Transactions to) either Buyer or any of the Companies or their respective Affiliates. If Xxxxx Buyer and the Contributors Representative Seller are unable to agree upon an alternative Accounting Arbitrator within such fifteen (15)-day period, then the Accounting - 28 - Arbitrator shall be an accounting firm of national standing designated by the American Arbitration Association in New York, New York (which does is not have any material relationship with Buyer, the Contributors Representative independent auditor of (and did not otherwise serve as a consultant on the Contemplated Transactions to) either Buyer or any of the Companies or their respective Affiliates). The Contributors Representative and Xxxxx shall execute any agreement reasonably required by the Accounting Arbitrator for its engagement hereunder. The Accounting Arbitrator shall consider only those Disputed Dispute Amounts which Buyer and the Contributors Representative Seller have been unable to resolve. The Accounting Arbitrator will act as an arbitrator (not an expert) and may select as a resolution the position of either Buyer or the Contributors Representative for each Disputed Amount (based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review) or may impose an alternative resolution which cannot be higher than the highest value or lower than the lowest value presented by each Party for a disputed amount. The Accounting Arbitrator shall deliver to Buyer and the Contributors RepresentativeSeller, as promptly as practicable, and in any event within forty-five sixty (4560) days after its appointment, a written report setting forth the resolution of such Disputed Dispute Amounts. The Accounting Arbitrator shall select as a resolution the position of either Buyer or Seller for each Dispute Amount (based solely on presentations and supporting material provided by the parties and not pursuant to any independent review) and may not impose an alternative resolution. Such report shall be final and binding upon the Parties, and the determination of the Accounting Arbitrator 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 over the Party against which such determination is to be enforced. In selecting such resolution, the Accounting Arbitrator shall rely solely on the terms of this Agreement and on written submissions and supporting material provided by Xxxxx and the Contributors Representative, and at the Accounting Arbitrator’s election, pursuant to responses provided by Xxxxx and the Contributors Representative to inquiries posed by the Accounting Arbitrator’s review of the foregoing, but not pursuant to an independent reviewparties. Upon the decision of the Accounting Arbitrator, the Purchase Price Adjustment Statement, as adjusted to the extent necessary to reflect the Accounting Arbitrator’s decision (and as otherwise adjusted in accordance with this Article I)decision, shall be the Final Purchase Price Adjustment Statement. The fees, costs and expenses of the Accounting Arbitrator shall be allocated to and borne by Xxxxx, on the one hand, Buyer and Contributors, on the other hand, Seller based on the inverse of the percentage that the Accounting Arbitrator’s determination (before such allocation) bears to the Disputed Amount total amount of the total items in dispute as originally submitted to the Accounting Arbitrator. For example, should the items in dispute total in amount to $1,000 and the Accounting Arbitrator awards $600 in favor of the Contributors RepresentativeSeller’s position, 60% of the costs of its review would be borne by Xxxxx Buyer and 40% of the costs would be borne by ContributorsSeller. (d) Following the delivery of the Purchase Price Adjustment Statement, Buyer shall cause the Company to permit the Contributors Representative and its counsel, accountants and other advisors reasonable access (during normal business hours, with the right to make copies) to the financial and other relevant books and records of the Company (including the accounting working papers in the Company’s possession; provided that the party requesting work papers has executed and delivered any non-reliance, release or other agreements customarily required by the accounting firm that prepared such work papers) used in preparing the Closing Date Statement or the Purchase Price Adjustment Statement, and cause the personnel of the Company to cooperate with the Contributors Representative and its representatives to the extent reasonably required (including by making personnel and its and their relevant representatives available to Contributors Representative and its representatives), in each case for the purposes of the reasonable review and objection right and dispute and allocation process contemplated in this Section 1.6 and at the Contributors’ expense.

Post-Closing Purchase Price Determination. (a) After ClosingAs soon as practicable, but in no event later than sixty (60) days after the Closing Date, Buyer shall prepare and, within ninety (90) days after Closing, Buyer shall and deliver to VPI the Contributors Representativefollowing (collectively, a statement setting forth Buyer’s determination of the "Preliminary Adjustment Statement"): (i) an unaudited combined balance sheet of the WEEMEA Companies and their Subsidiaries as of the Effective Time (the "Preliminary Closing Date Balance Sheet"), prepared by Buyer in accordance with the Closing Balance Sheet Principles; (ii) a certificate of an executive officer of Buyer certifying that the Preliminary Closing Balance Sheet has been prepared in accordance with the Closing Balance Sheet Principles; and (iii) a reasonably detailed calculation by Buyer of Net Working Capital, (ii) the Cash Amount and the Indebtedness Amount, in each case as of the Effective Time based on the Preliminary Closing Date CashBalance Sheet and prepared on a basis consistent with the Closing Balance Sheet Principles, (iii) Closing Date Debt and (iv) the Transaction Costs Excess Sales Margin (the “Purchase Price "Closing Adjustment Statement”Amounts"). (b) If the Contributors Representative VPI disagrees with Buyer's calculation of the Purchase Price Closing Adjustment Amounts, VPI shall promptly, but in no event later than sixty (60) days after receiving the Preliminary Adjustment Statement (the "Review Period") deliver to Buyer written notice describing in reasonable detail their dispute by specifying those items or amounts as to which VPI disagrees, together with VPI's determination of such disputed items and amounts (a "Dispute Notice"). If VPI either gives notice that it agrees with Buyer's calculation of the Closing Adjustment Amounts or fails to deliver a Dispute Notice within the Review Period, Buyer and VPI agree that the Preliminary Adjustment Statement shall be deemed to set forth the Closing Adjustment Amounts with respect to those items that have been agreed upon or for which VPI shall have failed to deliver a Dispute Notice (and shall constitute the respective "Final Adjustment Amount" for purposes of Section 3.2(c)). If VPI delivers a Dispute Notice to Buyer within the Review Period, VPI and Buyer will use reasonable endeavors to resolve the dispute during the 30-day period commencing on the date VPI delivers the Dispute Notice to Buyer. If Buyer and VPI are not able to resolve all disputed items within such 30-day period, then the items in dispute shall be submitted immediately following the expiration of such 30-day period to a mutually acceptable nationally recognized independent accounting firm (the "Accounting Firm"). The Accounting Firm shall be given reasonable access to all relevant records of the WEEMEA Companies and their Subsidiaries to calculate the Closing Adjustment Amounts. If any remaining issues in dispute are submitted to the Accounting Firm for resolution, each of the Buyer and VPI will be afforded an opportunity to present to the Accounting Firm any material relating to the determination of the matters in dispute and to discuss such matters with the Accounting Firm. The Accounting Firm shall act as an expert and not as an arbitrator to calculate, based solely on the written submissions of Buyer, on the one hand, and VPI, on the other, and not by independent investigation, the Closing Adjustment Amounts and shall be instructed that its calculation (A) must be made in accordance with the standards and definitions in this Agreement and Section 3.2 of the Seller's Disclosure Letter, and (B) with respect to each item in dispute, must be within the range of values established for such amount as determined by reference to the value assigned to such amount by VPI in the Dispute Notice and by Buyer in the Preliminary Adjustment Statement. The Accounting Firm shall submit such calculation to VPI and the Buyer as soon as practicable, the Contributors Representative shall notify Buyer but in writing of such disagreement any event within thirty (30) days after delivery the remaining issues in dispute are submitted to the Accounting Firm. The determination by the Accounting Firm of the Purchase Price Closing Adjustment StatementAmounts, which as set forth in a written notice shall describe delivered to the Buyer and VPI by the Accounting Firm in reasonable detail accordance with this Agreement will be binding and conclusive on the nature Buyer and VPI. Closing Adjustment Amounts as determined after all disputes have been resolved in accordance with this Section 3.2(b) is referred to herein collectively as the "Final Adjustment Amounts" and individually as the "Final Net Working Capital", the "Final Cash Amount", the "Final Excess Sales Margin" and the "Final Indebtedness Amount", respectively. (c) The fees and expenses of such disagreement, including the specific items involved, the dollar amounts thereof Accounting Firm will be borne pro rata by Buyer and the calculations associated with the disputed items (a “Purchase Price Dispute Notice”). Any component of Buyer’s Purchase Price Adjustment Statement that is not the subject of an objection by the Contributors Representative shall be final and binding VPI based on the Parties and deemed to be part proportionate amount of deviation of the Final Purchase Price determination of Closing Adjustment Statement. If the Contributors Representative does not deliver a Purchase Price Dispute Notice within such thirty (30)-day periodAmounts, or if the Contributors Representative otherwise earlier notifies Buyer in writing that the Contributors Representative has no disputes or objections to the Purchase Price Adjustment Statement, the Purchase Price Adjustment Statement, as delivered by Buyer to the Contributors Representative, shall be the Final Purchase Price Adjustment Statement. If the Contributors Representative does deliver a Purchase Price Dispute Notice within such thirty (30)-day period (the aggregate amount in dispute as set forth in the Purchase Price Dispute Notice, the “Disputed Amounts”), then the Disputed Amounts shall be resolved pursuant to Section 1.6(c). (c) Buyer Notice and the Contributors Representative shall negotiate in good faith to resolve any Disputed Amounts and, if the Parties are able to resolve some or all Disputed Amounts (the Disputed Amounts so resolved during such period, the “Resolved Items”), such Resolved Items will be final, conclusive and binding on the Parties and the Purchase Price Adjustment Statement shall be modified to reflect such resolution of the Resolved Items (and for the avoidance of doubt, if all prior Disputed Amounts have been so resolved, then such modified Purchase Price Adjustment Statement shall be the Final Purchase Price Preliminary Adjustment Statement). If Buyer and , respectively, from the Contributors Representative are unable to resolve all Disputed determination of Final Adjustment Amounts within twenty (20) days after delivery of the Contributors Representative’s Purchase Price Dispute Notice, then the unresolved Disputed Amounts shall be referred for final determination to an independent accounting firm mutually agreeable to all Parties (such firm, or another firm appointed pursuant to this Section 1.6, the “Accounting Arbitrator”), within fifteen (15) days after the end of such twenty (20)-day period. If such independent accounting firm has any material relationship with Xxxxx, the Contributors or any of their respective Affiliates, or is otherwise unwilling or unable to serve, Buyer and the Contributors Representative shall jointly appoint as the Accounting Arbitrator a different nationally recognized firm of independent certified public accountants, which does not have any material relationship with Buyer, the Contributors Representative or any of their respective Affiliates. If Xxxxx and the Contributors Representative are unable to agree upon an alternative Accounting Arbitrator within such fifteen (15)-day period, then the Accounting Arbitrator shall be an accounting firm of national standing designated by the American Arbitration Association (which does not have any material relationship with Buyer, the Contributors Representative or any of their respective Affiliates). The Contributors Representative and Xxxxx shall execute any agreement reasonably required made by the Accounting Arbitrator for its engagement hereunder. The Accounting Arbitrator shall consider only those Disputed Amounts which Buyer and the Contributors Representative have been unable to resolve. The Accounting Arbitrator will act as an arbitrator (not an expert) and may select as a resolution the position of either Buyer or the Contributors Representative for each Disputed Amount (based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review) or may impose an alternative resolution which cannot be higher than the highest value or lower than the lowest value presented by each Party for a disputed amount. The Accounting Arbitrator shall deliver to Buyer and the Contributors Representative, as promptly as practicable, and in any event within forty-five (45) days after its appointment, a written report setting forth the resolution of such Disputed Amounts. Such report shall be final and binding upon the Parties, and the determination of the Accounting Arbitrator 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 over the Party against which such determination is to be enforced. In selecting such resolution, the Accounting Arbitrator shall rely solely on the terms of this Agreement and on written submissions and supporting material provided by Xxxxx and the Contributors Representative, and at the Accounting Arbitrator’s election, pursuant to responses provided by Xxxxx and the Contributors Representative to inquiries posed by the Accounting Arbitrator’s review of the foregoing, but not pursuant to an independent review. Upon the decision of the Accounting Arbitrator, the Purchase Price Adjustment Statement, as adjusted to the extent necessary to reflect the Accounting Arbitrator’s decision (and as otherwise adjusted in accordance with this Article I), shall be the Final Purchase Price Adjustment Statement. The fees, costs and expenses of the Accounting Arbitrator shall be allocated to and borne by Xxxxx, on the one hand, and Contributors, on the other hand, based on the inverse of the percentage that the Accounting Arbitrator’s determination (before such allocation) bears to the Disputed Amount as originally submitted to the Accounting Arbitrator. For example, should the items in dispute total in amount to $1,000 and the Accounting Arbitrator awards $600 in favor of the Contributors Representative’s position, 60% of the costs of its review would be borne by Xxxxx and 40% of the costs would be borne by ContributorsFirm. (d) Following the delivery In connection with VPI's review of the Purchase Price Preliminary Adjustment Statement, Buyer (i) shall cause the Company to permit the Contributors Representative and its counselprovide reasonable access, accountants and other advisors reasonable access (during normal business hourshours and upon reasonable notice, with to all work papers, schedules, memoranda and other documents prepared or reviewed by Buyer or any of its accountants or other representatives during the right to make copies) course of its review which are relevant to the financial and other relevant books and records of the Company (including the accounting working papers in the Company’s possession; provided that the party requesting work papers has executed and delivered any non-reliance, release or other agreements customarily required by the accounting firm that prepared such work papers) used in preparing the Closing Date Statement or the Purchase Price Preliminary Adjustment Statement, and cause the personnel of the Company to cooperate that such access be provided promptly after request by VPI and/or its representatives and (ii) request that Buyer's independent accountant communicate with the Contributors Representative VPI and its representatives and independent accountants with respect to such review. (e) The Preliminary Adjustment Statement shall be in U.S. Dollars. Wherever the extent reasonably required (including Preliminary Adjustment Statement requires conversion from any foreign currency, such conversion will be made by making personnel and its and their relevant representatives available to Contributors Representative and its representatives), in using the conversion rate for each case for applicable currency as quoted by Xxxxxxxxx.xxx at 12:00 pm New York time on the purposes of the reasonable review and objection right and dispute and allocation process contemplated in this Section 1.6 and at the Contributors’ expenseClosing Date.

Post-Closing Purchase Price Determination. (ai) After ClosingAs soon as practicable, but in no event later than sixty (60) days after the Closing Date, Buyer shall prepare and, within ninety (90) days after Closing, Buyer shall and deliver to TDY the Contributors Representativefollowing (collectively, the "Preliminary Adjustment Statement"): (A) a statement setting forth Buyer’s determination (x) a reasonably detailed calculation by Buyer of the Net Working Capital of the Tungsten Materials Business, prepared by Buyer in accordance with the Closing Net Working Capital Principles and on a basis consistent with the Preliminary Closing Net Working Capital Statement, and (iy) the amount of any Cash Equivalents held by any of the Transferred Subsidiaries as of the Effective Time (together, the "Closing Date Adjustment Amounts"); and (B) a certificate of an executive officer of Buyer certifying that the Preliminary Closing Net Working Capital, Capital Statement has been prepared in accordance with the Closing Net Working Capital Principles. (ii) Closing Date Cash, (iii) Closing Date Debt and (iv) the Transaction Costs (the “Purchase Price Adjustment Statement”). (b) If the Contributors Representative TDY disagrees with the Purchase Price Adjustment Statement, the Contributors Representative shall notify Buyer in writing of such disagreement within thirty (30) days after delivery Buyer's calculation of the Purchase Price Closing Adjustment StatementAmounts, which notice TDY shall describe promptly, but in reasonable detail the nature of such disagreement, including the specific items involved, the dollar amounts thereof and the calculations associated with the disputed items (a “Purchase Price Dispute Notice”). Any component of Buyer’s Purchase Price Adjustment Statement that is not the subject of an objection by the Contributors Representative shall be final and binding on the Parties and deemed to be part of the Final Purchase Price Adjustment Statement. If the Contributors Representative does not deliver a Purchase Price Dispute Notice within such thirty (30)-day period, or if the Contributors Representative otherwise earlier notifies Buyer in writing that the Contributors Representative has no disputes or objections to the Purchase Price Adjustment Statement, the Purchase Price Adjustment Statement, as delivered by Buyer to the Contributors Representative, shall be the Final Purchase Price Adjustment Statement. If the Contributors Representative does deliver a Purchase Price Dispute Notice within such thirty (30)-day period (the aggregate amount in dispute as set forth in the Purchase Price Dispute Notice, the “Disputed Amounts”), then the Disputed Amounts shall be resolved pursuant to Section 1.6(c). (c) Buyer and the Contributors Representative shall negotiate in good faith to resolve any Disputed Amounts and, if the Parties are able to resolve some or all Disputed Amounts (the Disputed Amounts so resolved during such period, the “Resolved Items”), such Resolved Items will be final, conclusive and binding on the Parties and the Purchase Price Adjustment Statement shall be modified to reflect such resolution of the Resolved Items (and for the avoidance of doubt, if all prior Disputed Amounts have been so resolved, then such modified Purchase Price Adjustment Statement shall be the Final Purchase Price Adjustment Statement). If Buyer and the Contributors Representative are unable to resolve all Disputed Amounts within twenty (20) days after delivery of the Contributors Representative’s Purchase Price Dispute Notice, then the unresolved Disputed Amounts shall be referred for final determination to an independent accounting firm mutually agreeable to all Parties (such firm, or another firm appointed pursuant to this Section 1.6, the “Accounting Arbitrator”), within fifteen (15) days after the end of such twenty (20)-day period. If such independent accounting firm has any material relationship with Xxxxx, the Contributors or any of their respective Affiliates, or is otherwise unwilling or unable to serve, Buyer and the Contributors Representative shall jointly appoint as the Accounting Arbitrator a different nationally recognized firm of independent certified public accountants, which does not have any material relationship with Buyer, the Contributors Representative or any of their respective Affiliates. If Xxxxx and the Contributors Representative are unable to agree upon an alternative Accounting Arbitrator within such fifteen (15)-day period, then the Accounting Arbitrator shall be an accounting firm of national standing designated by the American Arbitration Association (which does not have any material relationship with Buyer, the Contributors Representative or any of their respective Affiliates). The Contributors Representative and Xxxxx shall execute any agreement reasonably required by the Accounting Arbitrator for its engagement hereunder. The Accounting Arbitrator shall consider only those Disputed Amounts which Buyer and the Contributors Representative have been unable to resolve. The Accounting Arbitrator will act as an arbitrator (not an expert) and may select as a resolution the position of either Buyer or the Contributors Representative for each Disputed Amount (based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review) or may impose an alternative resolution which cannot be higher event later than the highest value or lower than the lowest value presented by each Party for a disputed amount. The Accounting Arbitrator shall deliver to Buyer and the Contributors Representative, as promptly as practicable, and in any event within forty-five (45) days after receiving the Preliminary Adjustment Statement (the "Review Period"), deliver to Buyer written notice describing its appointmentdispute by specifying those items or amounts as to which TDY disagrees, together with TDY's determination of such disputed items and amounts (a written report setting "Dispute Notice"). If TDY either gives notice that it agrees with Buyer's calculation of the Closing Adjustment Amounts or fails to deliver a Dispute Notice within the Review Period, Buyer and TDY agree that the Preliminary Adjustment Statement shall be deemed to set forth the resolution Closing Adjustment Amounts with respect to those items that have been agreed upon or for which TDY shall have failed to deliver a Dispute Notice (and shall constitute the Final Net Working Capital and Final Closing Cash Amount). If TDY delivers a Dispute Notice to Buyer within the Review Period, TDY and Buyer will use good faith efforts to resolve the dispute during the 30-day period commencing on the date TDY delivers the Dispute Notice to Buyer (and all such discussions related thereto shall be governed by Rule 408 of the United States Federal Rules of Evidence, and any applicable similar state rule and evidence of such Disputed Amountsdiscussions shall not be admissible in any future proceedings between the parties). Such report If Buyer and TDY are not able to resolve all disputed items within such 30-day period, then either party shall be final and binding upon have the Parties, and the determination of the Accounting Arbitrator 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 over the Party against which such determination is right to be enforced. In selecting such resolution, the Accounting Arbitrator shall rely solely on the terms of this Agreement and on written submissions and supporting material provided by Xxxxx and the Contributors Representative, and at the Accounting Arbitrator’s election, pursuant to responses provided by Xxxxx and the Contributors Representative to inquiries posed by the Accounting Arbitrator’s review of the foregoing, but not pursuant to an independent review. Upon the decision of the Accounting Arbitrator, the Purchase Price Adjustment Statement, as adjusted to the extent necessary to reflect the Accounting Arbitrator’s decision (and as otherwise adjusted in accordance with this Article I), shall be the Final Purchase Price Adjustment Statement. The fees, costs and expenses of the Accounting Arbitrator shall be allocated to and borne by Xxxxx, on the one hand, and Contributors, on the other hand, based on the inverse of the percentage that the Accounting Arbitrator’s determination (before such allocation) bears to the Disputed Amount as originally submitted to the Accounting Arbitrator. For example, should submit the items in dispute total in amount following the expiration of such 30-day period to $1,000 and KPMG LLP, or if KPMG LLP is unwilling to serve, to another mutually acceptable internationally recognized independent accounting firm (the "Accounting Arbitrator awards $600 in favor of the Contributors Representative’s position, 60% of the costs of its review would Firm"). The Accounting Firm shall be borne by Xxxxx and 40% of the costs would be borne by Contributors. (d) Following the delivery of the Purchase Price Adjustment Statement, Buyer shall cause the Company to permit the Contributors Representative and its counsel, accountants and other advisors given reasonable access (during normal business hours, with the right to make copies) to the financial and other all relevant books and records of the Company (including the accounting working papers in the Company’s possession; provided that the party requesting work papers has executed and delivered any non-reliance, release or other agreements customarily required by the accounting firm that prepared such work papers) used in preparing Tungsten Materials Business to calculate the Closing Date Statement or the Purchase Price Adjustment Statement, and cause the personnel of the Company to cooperate with the Contributors Representative and its representatives to the extent reasonably required (including by making personnel and its and their relevant representatives available to Contributors Representative and its representatives), in each case for the purposes of the reasonable review and objection right and dispute and allocation process contemplated in this Section 1.6 and at the Contributors’ expense.Amounts. If any remaining issues

Post-Closing Purchase Price Determination. (a) After ClosingPromptly after the Closing Date, Buyer shall prepare and, within ninety and in any event not later than sixty (9060) days after Closingfollowing the Closing Date, Buyer Purchaser shall cause the Company to prepare and deliver to Sellers’ Representative a statement of the Contributors Representativeconsolidated Working Capital of the Company and its Subsidiaries (the “Closing Date Working Capital”), a statement setting forth Buyer’s determination of the consolidated Cash of the Company and its Subsidiaries (ithe “Closing Date Cash”) and a statement of the Site Consolidation Capital Expenditures (the “Closing Date Capital Expenditures”), in each case as of the close of business on the day prior to the Closing Date, which shall quantify in reasonable detail the items constituting such Working Capital, Cash or, as the case may be, such Site Consolidation Capital Expenditures. The statements of Closing Date Working Capital, (ii) Closing Date Cash, (iii) Cash and Closing Date Debt and (iv) the Transaction Costs (the “Purchase Price Adjustment Statement”). (b) If the Contributors Representative disagrees with the Purchase Price Adjustment Statement, the Contributors Representative Capital Expenditures shall notify Buyer in writing of such disagreement within thirty (30) days after delivery of the Purchase Price Adjustment Statement, which notice shall describe in reasonable detail the nature of such disagreement, including the specific items involved, the dollar amounts thereof and the calculations associated with the disputed items (a “Purchase Price Dispute Notice”). Any component of Buyer’s Purchase Price Adjustment Statement that is not the subject of an objection by the Contributors Representative shall each be final and binding on the Parties and deemed to be part of the Final Purchase Price Adjustment Statement. If the Contributors Representative does not deliver a Purchase Price Dispute Notice within such thirty (30)-day period, or if the Contributors Representative otherwise earlier notifies Buyer in writing that the Contributors Representative has no disputes or objections to the Purchase Price Adjustment Statement, the Purchase Price Adjustment Statement, as delivered by Buyer to the Contributors Representative, shall be the Final Purchase Price Adjustment Statement. If the Contributors Representative does deliver a Purchase Price Dispute Notice within such thirty (30)-day period (the aggregate amount in dispute as set forth in the Purchase Price Dispute Notice, the “Disputed Amounts”), then the Disputed Amounts shall be resolved pursuant to Section 1.6(c). (c) Buyer and the Contributors Representative shall negotiate in good faith to resolve any Disputed Amounts and, if the Parties are able to resolve some or all Disputed Amounts (the Disputed Amounts so resolved during such period, the “Resolved Items”), such Resolved Items will be final, conclusive and binding on the Parties and the Purchase Price Adjustment Statement shall be modified to reflect such resolution of the Resolved Items (and for the avoidance of doubt, if all prior Disputed Amounts have been so resolved, then such modified Purchase Price Adjustment Statement shall be the Final Purchase Price Adjustment Statement). If Buyer and the Contributors Representative are unable to resolve all Disputed Amounts within twenty (20) days after delivery of the Contributors Representative’s Purchase Price Dispute Notice, then the unresolved Disputed Amounts shall be referred for final determination to an independent accounting firm mutually agreeable to all Parties (such firm, or another firm appointed pursuant to this Section 1.6, the “Accounting Arbitrator”), within fifteen (15) days after the end of such twenty (20)-day period. If such independent accounting firm has any material relationship with Xxxxx, the Contributors or any of their respective Affiliates, or is otherwise unwilling or unable to serve, Buyer and the Contributors Representative shall jointly appoint as the Accounting Arbitrator a different nationally recognized firm of independent certified public accountants, which does not have any material relationship with Buyer, the Contributors Representative or any of their respective Affiliates. If Xxxxx and the Contributors Representative are unable to agree upon an alternative Accounting Arbitrator within such fifteen (15)-day period, then the Accounting Arbitrator shall be an accounting firm of national standing designated by the American Arbitration Association (which does not have any material relationship with Buyer, the Contributors Representative or any of their respective Affiliates). The Contributors Representative and Xxxxx shall execute any agreement reasonably required by the Accounting Arbitrator for its engagement hereunder. The Accounting Arbitrator shall consider only those Disputed Amounts which Buyer and the Contributors Representative have been unable to resolve. The Accounting Arbitrator will act as an arbitrator (not an expert) and may select as a resolution the position of either Buyer or the Contributors Representative for each Disputed Amount (based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review) or may impose an alternative resolution which cannot be higher than the highest value or lower than the lowest value presented by each Party for a disputed amount. The Accounting Arbitrator shall deliver to Buyer and the Contributors Representative, as promptly as practicable, and in any event within forty-five (45) days after its appointment, a written report setting forth the resolution of such Disputed Amounts. Such report shall be final and binding upon the Parties, and the determination of the Accounting Arbitrator 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 over the Party against which such determination is to be enforced. In selecting such resolution, the Accounting Arbitrator shall rely solely on the terms of this Agreement and on written submissions and supporting material provided by Xxxxx and the Contributors Representative, and at the Accounting Arbitrator’s election, pursuant to responses provided by Xxxxx and the Contributors Representative to inquiries posed by the Accounting Arbitrator’s review of the foregoing, but not pursuant to an independent review. Upon the decision of the Accounting Arbitrator, the Purchase Price Adjustment Statement, as adjusted to the extent necessary to reflect the Accounting Arbitrator’s decision (and as otherwise adjusted prepared in accordance with this Article I), shall be IAS and IFRS and in a manner consistent with the Final Purchase Price Adjustment Statement. The fees, costs policies and expenses principles used by the Company in connection with the preparation of the Accounting Arbitrator shall be allocated to and borne by Xxxxx, on the one hand, and Contributors, on the other hand, based on the inverse of the percentage that the Accounting Arbitrator’s determination (before such allocation) bears to the Disputed Amount as originally submitted to the Accounting ArbitratorBalance Sheet. For example, should the items in dispute total in amount to $1,000 and the Accounting Arbitrator awards $600 in favor of the Contributors Representative’s position, 60% of the costs of its review would be borne by Xxxxx and 40% of the costs would be borne by Contributors. (d) Following the Upon delivery of such statements by the Purchase Price Adjustment StatementCompany, Buyer Purchaser shall cause the Company to permit the Contributors provide Sellers’ Representative and its counsel, accountants and other advisors representatives with reasonable access (during normal business hours, with the right to make copies) hours to the financial and other relevant books and records of the Company (including the accounting working papers in the Company’s possession; provided that the party requesting work papers has executed and delivered any non-reliance, release or other agreements customarily required by the accounting firm that prepared such work papers) used in preparing the Closing Date Statement or the Purchase Price Adjustment Statement, and cause the personnel of the Company order to cooperate with the Contributors allow Sellers’ Representative and its representatives to verify the extent reasonably required accuracy of the determination by Purchaser of the Closing Date Working Capital, the Closing Date Cash and the Closing Date Capital Expenditures. (including b) (i) In the event that Sellers’ Representative does not object to the determination by making personnel and its and their relevant representatives available Purchaser of the Closing Date Working Capital, the Closing Date Cash or the Closing Date Capital Expenditures by written notice of objection (the “Notice of Objection”) delivered to Contributors Representative and its representativesPurchaser within fifteen (15) Business Days after Sellers’ Representative’s receipt of the statements referred to in Section 2.3(a), such Notice of Objection to describe in reasonable detail Sellers’ Representative’s proposed adjustments to the Closing Date Working Capital, the Closing Date Cash or, as the case may be, the Closing Date Capital Expenditures, the Closing Date Working Capital, the Closing Date Cash and the Closing Date Capital Expenditures shall each case for the purposes of the reasonable review be deemed final and objection right and dispute and allocation process contemplated in this Section 1.6 and at the Contributors’ expensebinding.

Post-Closing Purchase Price Determination. (a) After Closing, Buyer shall prepare and, within Within ninety (90) days after Closingthe Closing Date, Buyer shall prepare and deliver to the Contributors Representative, Seller a statement setting forth Buyer’s determination good faith calculation of (i) the Closing Date Net Working Capital, (ii) Closing Date Cash, (iii) Closing Date Debt Indebtedness and (iv) the Transaction Costs Expenses (the “Purchase Price Adjustment Statement”), together with supporting documentation and information evidencing the basis on which the Purchase Price Adjustment Statement was prepared. (b) If Each party shall provide the Contributors Representative disagrees other party and its representatives with reasonable access to the Outdoor Business Records and relevant personnel and properties during the preparation of the Purchase Price Adjustment Statement, Seller’s review of the Contributors Representative Purchase Price Adjustment Statement and the resolution of any disputes that may arise under this Section 2.4. (c) If Seller disagrees with all or any of Buyer’s calculations of the Closing Date Net Working Capital, Closing Date Indebtedness and/or Transaction Expenses, as set forth on the Purchase Price Adjustment Statement, Seller shall notify Buyer in writing of such disagreement within thirty forty-five (3045) days after delivery of the Purchase Price Adjustment Statement, which notice shall describe in reasonable detail Statement to Seller (the nature of such disagreement, including the specific items involved, the dollar amounts thereof and the calculations associated with the disputed items (a “Purchase Price Dispute NoticeObjection Disputes”). Any component During the forty-five (45) day period of Buyer’s its review, Seller shall have reasonable access to the personnel of Buyer and its Affiliates involved in the preparation of the Purchase Price Adjustment Statement that is not and any documents, schedules or work papers used in the subject of an objection by the Contributors Representative shall be final and binding on the Parties and deemed to be part preparation of the Final Purchase Price Adjustment Statement. If the Contributors Representative does not The failure of Seller to deliver a Purchase Price written notice of an Objection Dispute Notice to Buyer within such thirty forty-five (30)-day period, or if the Contributors Representative otherwise earlier notifies Buyer in writing that the Contributors Representative has no disputes or objections to 45) days after delivery of the Purchase Price Adjustment Statement, Statement to Seller shall be deemed acceptance of the Purchase Price Adjustment Statement, as delivered by Buyer to Statement and the Contributors Representative, shall be the Final Purchase Price Adjustment Statement. If the Contributors Representative does deliver a Purchase Price Dispute Notice within such thirty (30)-day period (the aggregate amount in dispute as amounts set forth in the Purchase Price Dispute Notice, the “Disputed Amounts”), then the Disputed Amounts shall be resolved pursuant to Section 1.6(c)therein. (cd) Buyer and the Contributors Representative Seller shall negotiate in good faith to resolve any Disputed Amounts and, if the Parties are able Objection Dispute and any resolution agreed to resolve some or all Disputed Amounts (the Disputed Amounts so resolved during such period, the “Resolved Items”), such Resolved Items will in writing by Buyer and Seller shall be final, conclusive final and binding on upon the Parties and the Purchase Price Adjustment Statement shall be modified to reflect such resolution of the Resolved Items (and for the avoidance of doubt, if all prior Disputed Amounts have been so resolved, then such modified Purchase Price Adjustment Statement shall be the Final Purchase Price Adjustment Statement)parties. If Buyer and the Contributors Representative Seller are unable to resolve all Disputed Amounts Objection Disputes within twenty (20) days after of delivery of the Contributors Representative’s Purchase Price Dispute Noticewritten notice of such Objection Disputes by Seller to Buyer, then the unresolved Disputed Amounts disputed matters shall be referred for final determination to an independent accounting firm mutually agreeable to all Parties of national standing that is not the independent auditor of (such firm, and does not otherwise serve as a Consultant to) either Buyer or another firm appointed pursuant to this Section 1.6, Seller (or their respective Affiliates) (the “Accounting Arbitrator”), ) that Seller and Buyer shall mutually select within fifteen (15) days after the end of such twenty (20)-day periodthereafter. If such independent accounting firm has any material relationship with Xxxxx, the Contributors or any of their respective Affiliates, or is otherwise unwilling or unable to serve, Buyer and the Contributors Representative shall jointly appoint as the Accounting Arbitrator a different nationally recognized firm of independent certified public accountants, which does not have any material relationship with Buyer, the Contributors Representative or any of their respective Affiliates. If Xxxxx and the Contributors Representative Seller are unable to agree upon an alternative Accounting Arbitrator within such fifteen (15)-day time period, then the Accounting Arbitrator shall be an accounting firm of national standing designated by the American Arbitration Association in New York, New York; provided, that such firm shall not be the independent auditor of (which does not have any material relationship with Buyer, the Contributors Representative or any of otherwise serve as a Consultant to) either Buyer or Seller (or their respective Affiliates). The Contributors Representative Once selected, each of Buyer and Xxxxx Seller shall execute any agreement reasonably required by deliver to the Accounting Arbitrator for its engagement hereundera written statement (an “Arbitration Statement”) setting forth their current positions as to the amounts underlying each unresolved Objection Dispute, as of the date of delivery of such Arbitration Statement (it being acknowledged and agreed that such positions may have changed since the delivery of the Purchase Price Adjustment Statement, due to discussions between Buyer and Seller or otherwise). The Accounting Arbitrator shall only consider only those Disputed Amounts which Buyer items and amounts set forth in each party’s Arbitration Statement and must resolve all unresolved Objection Disputes in accordance with the Contributors Representative have been unable to resolve. The Accounting Arbitrator will act as an arbitrator (not an expert) terms and may select as a resolution the position provisions of either Buyer or the Contributors Representative for each Disputed Amount (based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review) or may impose an alternative resolution which cannot be higher than the highest value or lower than the lowest value presented by each Party for a disputed amountthis Agreement. The Accounting Arbitrator shall deliver to Buyer and the Contributors RepresentativeSeller, as promptly as practicable, practicable and in any event within forty-five sixty (4560) days after its appointment, a written report setting forth the resolution of any unresolved Objection Disputes determined in accordance with the terms herein. The Accounting Arbitrator shall select as a resolution the position of either Buyer or Seller as set forth in their respective Arbitration Statements, or an amount that is between the positions of Buyer and Seller, for each Objection Dispute (in each case based solely on presentations and supporting material provided by the parties in their Arbitration Statements (which information must have been delivered to the other party at least 3 days prior to the delivery of such Disputed AmountsArbitration Statement) and not pursuant to any independent review) and may not impose any other alternative resolution. Such report shall be final and binding upon the Parties, and the determination all of the Accounting Arbitrator 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 over the Party against which such determination is parties to be enforced. In selecting such resolution, the Accounting Arbitrator shall rely solely on the terms of this Agreement and on written submissions and supporting material provided by Xxxxx and the Contributors Representative, and at the Accounting Arbitrator’s election, pursuant to responses provided by Xxxxx and the Contributors Representative to inquiries posed by the Accounting Arbitrator’s review of the foregoing, but not pursuant to an independent reviewAgreement. Upon the agreement of Buyer and Seller or the decision of the Accounting Arbitrator, or if Seller fails to deliver written notice of disagreement to Buyer within the thirty (30) day period provided in Section 2.4(c), the Purchase Price Adjustment Statement, as adjusted if necessary pursuant to the extent necessary to reflect the Accounting Arbitrator’s decision (and as otherwise adjusted in accordance with terms of this Article I)Agreement, shall be deemed to be the Final Purchase Price Adjustment StatementStatement for purposes of calculating the Purchase Price Adjustment pursuant to this Section 2.4. The fees, expenses and costs and expenses of the Accounting Arbitrator shall be allocated to and borne (i) by XxxxxBuyer, on if the one handFinal Purchase Price (as determined in accordance with this Agreement, and Contributors, on the other hand, based on the inverse of the percentage that using the Accounting Arbitrator’s determination (before such allocationin respect of each unresolved Objection Dispute) bears is closer to what the Disputed Amount as originally submitted to Final Purchase Price would have been had Seller’s positions set forth on Seller’s Arbitration Statement been fully accepted by the Accounting Arbitrator, as opposed to what the Final Purchase Price would have been had Buyer’s positions set forth on Buyer’s Arbitration Statement been fully accepted by the Accounting Arbitrator, (ii) by Seller, if the Final Purchase Price (as determined in accordance with this Agreement, using the Accounting Arbitrator’s determination in respect of each unresolved Objection Dispute) is closer to what the Final Purchase Price would have been had Buyer’s positions set forth on Buyer’s Arbitration Statement been fully accepted by the Accounting Arbitrator, as opposed to what the Final Purchase Price would have been had Seller’s positions set forth on Seller’s Arbitration Statement been fully accepted by the Accounting Arbitrator, or (iii) otherwise, 50% by Buyer and 50% by Seller. For exampleBuyer and Seller agree to execute, should if requested by the items Accounting Arbitrator, a reasonable engagement letter in dispute total in amount to $1,000 customary form and shall cooperate fully with the Accounting Arbitrator awards $600 in favor of and promptly provide all documents and information requested by the Contributors Representative’s position, 60% of the costs of Accounting Arbitrator so as to enable it to make its review would be borne by Xxxxx determination as quickly and 40% of the costs would be borne by Contributorsas accurately as practicable. (e) If Closing Date Net Working Capital as finally determined pursuant to Section 2.4(c) or (d) Following (the delivery of “Final Closing Date Net Working Capital”) is a positive number, then the Purchase Price Adjustment Statement, Buyer shall cause be increased by the Company to permit the Contributors Representative and its counsel, accountants and other advisors reasonable access (during normal business hours, with the right to make copies) to the financial and other relevant books and records amount of the Company (including Final Closing Date Net Working Capital. If the accounting working papers in Final Closing Date Net Working Capital is a negative number, then the Company’s possession; provided that the party requesting work papers has executed and delivered any non-reliance, release or other agreements customarily required Purchase Price shall be decreased by the accounting firm that prepared such work papers) used in preparing absolute amount of the Final Closing Date Net Working Capital. If the Closing Date Statement Indebtedness as finally determined pursuant to Section 2.4(c) or (d) (the “Final Closing Date Indebtedness”) is greater than zero, the Purchase Price Adjustment Statement, and cause the personnel shall be decreased (without duplication of any of the Company to cooperate with the Contributors Representative and its representatives to the extent reasonably required (including by making personnel and its and their relevant representatives available to Contributors Representative and its representatives), in each case for the purposes of the reasonable review and objection right and dispute and allocation process contemplated other adjustments in this Section 1.6 and at 2.4(e)) by the Contributors’ expense.amount of such