Common use of Procedures for Resolving Disputes with Respect to the Purchase Price Adjustment Clause in Contracts

Procedures for Resolving Disputes with Respect to the Purchase Price Adjustment. The following clauses (i) and (ii) set forth the procedures for resolving disputes among the parties with respect to the determination of the Purchase Price Adjustment, if any: (i) Within five (5) business days after delivery by GRS to the Stockholders of a Purchase Price Notice, the Stockholders may deliver to GRS a written notice advising GRS either that the Stockholders (A) agree with the calculation of the Purchase Price Adjustment, or (B) believe that one or more adjustments are required. If the Stockholders shall concur with the calculation of the Purchase Price Adjustment, if any, or if the Stockholders shall not object thereto in a written notice delivered to GRS within five (5) business days after the Stockholders' receipt of the Purchase Price Notice, the Purchase Price as set forth in the Purchase Price Notice, if any, shall become final and shall not be subject to further review, challenge or adjustment absent fraud. (ii) In the event that GRS timely submits the Purchase Price Notice and the Stockholders timely object to the proposed Purchase Price Adjustment, and the Stockholders and GRS are unable to resolve the disagreements with respect to the proposed Purchase Price Adjustment prior to the Closing, then such disagreements shall be referred to a recognized firm of independent certified public accountants experienced in auditing roofing or construction companies and selected by mutual agreement of Stockholders and GRS (the "Settlement Accountants"), and the determination of the Purchase Price Adjustment, if any, by the Settlement Accountants shall be final and shall not be subject to further review, challenge or adjustment absent fraud. In the event that Stockholders and GRS cannot agree on the selection of Settlement Accountants, the Settlement Accountants shall be selected by lottery from among recognized firms of independent certified public accountants, with preference being given to the "Big Six" accounting firms (except for Deloitte & Touche LLP), until one such firm is willing to compute the Purchase Price Adjustment, if any. The Settlement Accountants shall use their best efforts to reach a determination not more than five (5) days after such referral. The costs and expenses of the services of the Settlement Accountants shall be paid equally by the Company and GRS. Pending the final determination by the Settlement Accountants of the Purchase Price Adjustment if any (the "Final Determination"), the difference

Procedures for Resolving Disputes with Respect to the Purchase Price Adjustment. The following clauses (i) and (ii) set forth the procedures for resolving disputes among the parties with respect to the determination of the Purchase Price Adjustment, if any: (i) Within five (5) business days after delivery by GRS to the Stockholders of a Purchase Price Notice, the Stockholders may deliver to GRS a written notice advising GRS either that the Stockholders (A) agree with the calculation of the Purchase Price Adjustment, or (B) believe that one or more adjustments are required. If the Stockholders shall concur with the calculation of the Purchase Price Adjustment, if any, or if the Stockholders shall not object thereto in a written notice delivered to GRS within five (5) business days after the Stockholders' receipt of the Purchase Price Notice, the Purchase Price as set forth in the Purchase Price Notice, if any, shall become final and shall not be subject to further review, challenge or adjustment absent fraud. (ii) In the event that GRS timely submits the Purchase Price Notice and the Stockholders timely object to the proposed Purchase Price Adjustment, and the Stockholders and GRS are unable to resolve the disagreements with respect to the proposed Purchase Price Adjustment prior to the Closing, then such disagreements shall be referred to a recognized firm of independent certified public accountants experienced in auditing roofing or construction companies and selected by mutual agreement of Stockholders and GRS (the "Settlement Accountants"), and the determination of the Purchase Price Adjustment, if any, by the Settlement Accountants shall be final and shall not be subject to further review, challenge or adjustment absent fraud. In the event that Stockholders and GRS cannot agree on the selection of Settlement Accountants, the Settlement Accountants shall be selected by lottery from among recognized firms of independent certified public accountants, with preference being given to the "Big Six" accounting firms (except for Deloitte & Touche LLP), until one such firm is willing to compute the Purchase Price Adjustment, if any. The Settlement Accountants shall use their best efforts to reach a determination not more than five (5) days after such referral. The costs and expenses of the services of the Settlement Accountants shall be paid equally by the Company and GRS. Pending the final determination by the Settlement Accountants of the Purchase Price Adjustment Adjustment, if any any, (the "Final Determination"), the differencedifference between the determination by the Stockholders and GRS of the Purchase Price Adjustment, if any, shall be withheld from the cash portion of the Purchase Price to be delivered pursuant to Section 1.03(a) and shall be paid in accordance with and upon the Final Determination. Any such dispute shall not delay the Closing.

Procedures for Resolving Disputes with Respect to the Purchase Price Adjustment. The following clauses (i) and (ii) set forth the procedures for resolving disputes among the parties with respect to the determination of the Purchase Price Adjustment, if any: (i) Within five (5) business days after delivery by GRS to the Stockholders of a Purchase Price Notice, the Stockholders may deliver to GRS a written notice advising GRS either that the Stockholders (A) agree with believe that the calculation of the proposed Purchase Price Adjustment, or (B) believe that one or more adjustments are requiredis not correct. If the Stockholders shall concur with the calculation of the Purchase Price Adjustment, if any, or if the Stockholders shall not object thereto in a written notice delivered to GRS within five (5) business days after the Stockholders' receipt of the Purchase Price Notice, the Adjusted Purchase Price as set forth in the Purchase Price Notice, if any, shall become final and shall not be subject to further review, challenge or adjustment absent fraud. (ii) In the event that GRS timely submits the Purchase Price Notice and the Stockholders timely object to the proposed Purchase Price Adjustment, and the Stockholders and GRS are unable to resolve the disagreements with respect to the proposed Purchase Price Adjustment prior to the Closing, then such disagreements shall be referred to a recognized firm of independent certified public accountants experienced in auditing roofing or construction companies and selected by mutual agreement of the Stockholders and GRS (the "Settlement Accountants"), and the determination of the Purchase Price Adjustment, if any, by the Settlement Accountants shall be final and shall not be subject to further review, challenge or adjustment absent fraud. In the event that Stockholders and GRS cannot agree on the selection of Settlement Accountants, the Settlement Accountants shall be selected by lottery from among recognized firms of independent certified public accountants, with preference being given to the "Big Six" accounting firms (except for Deloitte & Touche LLP), until one such firm is willing to compute the Purchase Price Adjustment, if any. The Settlement Accountants shall use their best efforts to reach a determination not more than five (5) days after such referral. The costs and expenses of the services of the Settlement Accountants shall be paid equally by the Company and GRS. Pending the final determination by the Settlement Accountants of the Purchase Price Adjustment if any (the "Final Determination"), the differenceSettlement

Procedures for Resolving Disputes with Respect to the Purchase Price Adjustment. The following clauses (i) and (ii) set forth the procedures for resolving disputes among the parties with respect to the determination of the Purchase Price Adjustment, if any: (i) Within five (5) business days after delivery by GRS to the Stockholders of a Purchase Price Notice, the Stockholders may deliver to GRS a written notice advising GRS either that the Stockholders (A) agree with the calculation of the Purchase Price Adjustment, or (B) believe that one or more adjustments are required. If the Stockholders shall concur with the calculation of the Purchase Price Adjustment, if any, or if the Stockholders shall not object thereto in a written notice delivered to GRS within five (5) business days after the Stockholders' receipt of the Purchase Price Notice, the Purchase Price as set forth in the Purchase Price Notice, if any, shall become final and shall not be subject to further review, challenge or adjustment absent fraud. (ii) In the event that GRS timely submits the Purchase Price Notice and the Stockholders timely object to the proposed Purchase Price Adjustment, and the Stockholders and GRS are unable to resolve the disagreements with respect to the proposed Purchase Price Adjustment prior to the Closing, then such disagreements shall be referred to a recognized firm of independent certified public accountants experienced in auditing roofing or construction companies and selected by mutual agreement of Stockholders and GRS (the "Settlement Accountants"), and the determination of the Purchase Price Adjustment, if any, by the Settlement Accountants shall be final and shall not be subject to further review, challenge or adjustment absent fraud. In the event that Stockholders and GRS cannot agree on the selection of Settlement Accountants, the Settlement Accountants shall be selected by lottery from among recognized firms of independent certified public accountants, with preference being given to the "Big Six" accounting firms (except for Deloitte & Touche LLP), until one such firm is willing to compute the Purchase Price Adjustment, if any. The Settlement Accountants shall use their best efforts to reach a determination not more than five (5) days after such referral. The costs and expenses of the services of the Settlement Accountants shall be paid equally by the Company and GRS. Pending the final determination by the Settlement Accountants of the Purchase Price Adjustment Adjustment, if any (the "Final Determination"), the differencedifference between the determination by the Stockholders and GRS of the Purchase Price Adjustment, if any, shall be withheld from the cash portion of the Purchase Price to be delivered pursuant to Section 1.03(a) and shall be paid in accordance with and upon the Final Determination. Any such dispute shall not delay the Closing.

Procedures for Resolving Disputes with Respect to the Purchase Price Adjustment. The following clauses (i) and (ii) set forth the procedures for resolving disputes among the parties with respect to the determination of the Purchase Price Adjustment, if any: (i) Within five (5) business days after delivery by GRS to the Stockholders of a Purchase Price Notice, the Stockholders may deliver to GRS a written notice advising GRS either that the Stockholders (A) agree with the calculation of the Purchase Price Adjustment, or (B) believe that one or more adjustments are required. If the Stockholders shall concur with the calculation of the Purchase Price Adjustment, if any, or if the Stockholders shall not object thereto in a written notice delivered to GRS within five (5) business days after the Stockholders' receipt of the Purchase Price Notice, the Purchase Price as set forth in the Purchase Price Notice, if any, shall become final and shall not be subject to further review, challenge or adjustment absent fraud. (ii) In the event that GRS timely submits the Purchase Price Notice and the Stockholders timely object to the proposed Purchase Price Adjustment, and the Stockholders and GRS are unable to resolve the disagreements with respect to the proposed Purchase Price Adjustment prior to the Closing, then such disagreements shall be referred to a recognized firm of independent certified public accountants experienced in auditing roofing or construction companies and selected by mutual agreement of Stockholders and GRS (the "Settlement Accountants"), and the determination of the Purchase Price Adjustment, if any, by the Settlement Accountants shall be final and shall not be subject to further review, challenge or adjustment absent fraud. In the event that Stockholders and GRS cannot agree on the selection of Settlement Accountants, the Settlement Accountants shall be selected by lottery from among recognized firms of independent certified public accountants, with preference being given to the "Big Six" accounting firms (except for Deloitte & Touche LLP), until one such firm is willing to compute the Purchase Price Adjustment, if any. The Settlement Accountants shall use their best efforts to reach a determination not more than five (5) days after such referral. The costs and expenses of the services of the Settlement Accountants shall be paid equally by the Company and GRS. Pending the final determination by the Settlement Accountants of the Purchase Price Adjustment Adjustment, if any any, (the "Final Determination"), the differencedifference between the determination by the Stockholder and GRS of the Purchase Price Adjustment, if any, shall be withheld from the cash portion of the Purchase Price to be delivered pursuant to Section 1.03(a) and shall be paid in accordance with and upon the Final Determination. Any such dispute shall not delay the Closing.

Procedures for Resolving Disputes with Respect to the Purchase Price Adjustment. The following clauses (i) and (ii) set forth the procedures for resolving disputes among the parties with respect to the determination of the Purchase Price Adjustment, if any: (i) Within five (5) business days after delivery by GRS to the Stockholders Stockholders' Representative of a Purchase Price Notice, the Stockholders Stockholders' Representative may deliver to GRS a written notice advising GRS either that the Stockholders (A) agree with the calculation of the Purchase Price Adjustment, or (B) believe that one or more adjustments are required. If the Stockholders Stockholders' Representative shall concur with the calculation of the Purchase Price Adjustment, if any, or if the Stockholders Stockholders' Representative shall not object thereto in a written notice delivered to GRS within five (5) business days after the Stockholders' Representative's receipt of the Purchase Price Notice, the Purchase Price as set forth in the Purchase Price Notice, if any, shall become final and shall not be subject to further review, challenge or adjustment absent fraud. (ii) In the event that GRS timely submits the Purchase Price Notice and the Stockholders Stockholders' Representative timely object objects to the proposed Purchase Price Adjustment, and the Stockholders Stockholders' Representative and GRS are unable to resolve the disagreements with respect to the proposed Purchase Price Adjustment prior to the Closing, then such disagreements shall be referred to a recognized firm of independent certified public accountants experienced in auditing roofing or construction companies and selected by mutual agreement of Stockholders and GRS (the "Settlement Accountants"), and the determination of the Purchase Price Adjustment, if any, by the Settlement Accountants shall be final and shall not be subject to further review, challenge or adjustment absent fraud. In the event that Stockholders Stockholders' Representative and GRS cannot agree on the selection of Settlement Accountants, the Settlement Accountants shall be selected by lottery from among recognized firms of independent certified public accountants, with preference being given to the "Big Six" accounting firms (except for Deloitte & Touche LLP), until one such firm is willing to compute the Purchase Price Adjustment, if any. The Settlement Accountants shall use their best efforts to reach a determination not more than five (5) days after such referral. The costs and expenses of the services of the Settlement Accountants shall be paid equally by the Company and GRS. Pending the final determination by the Settlement Accountants of the Purchase Price Adjustment Adjustment, if any any, (the "Final Determination"), the differencedifference between the determination by the Stockholder's Representative and GRS of the Purchase Price Adjustment, if any, shall be withheld from the cash portion of the Purchase Price to be delivered pursuant to Section 1.03(a) and shall be paid in accordance with and upon the Final Determination. Any such dispute shall not delay the Closing.

Procedures for Resolving Disputes with Respect to the Purchase Price Adjustment. The following clauses (i) and (ii) set forth the procedures for resolving disputes among the parties with respect to the determination of the Purchase Price Adjustment, if any: (i) Within five (5) business days after delivery by GRS to the Stockholders of a Purchase Price Notice, the Stockholders may deliver to GRS a written notice advising GRS either that the Stockholders (A) agree with the calculation of the Purchase Price Adjustment, or (B) believe that one or more adjustments are required. If the Stockholders shall concur with the calculation of the Purchase Price Adjustment, if any, or if the Stockholders shall not object thereto in a written notice delivered to GRS within five (5) business days after the Stockholders' receipt of the Purchase Price Notice, the Purchase Price as set forth in the Purchase Price Notice, if any, shall become final and shall not be subject to further review, challenge or adjustment absent fraud. (ii) In the event that GRS timely submits the Purchase Price Notice and the Stockholders timely object to the proposed Purchase Price Adjustment, and the Stockholders and GRS are unable to resolve the disagreements with respect to the proposed Purchase Price Adjustment prior to the Closing, then such disagreements shall be referred to a recognized firm of independent certified public accountants experienced in auditing roofing or construction companies and selected by mutual agreement of Stockholders and GRS (the "Settlement Accountants"), and the determination of the Purchase Price Adjustment, if any, by the Settlement Accountants shall be final and shall not be subject to further review, challenge or adjustment absent fraud. In the event that Stockholders and GRS cannot agree on the selection of Settlement Accountants, the Settlement Accountants shall be selected by lottery from among recognized firms of independent certified public accountants, with preference being given to the "Big Six" accounting firms (except for Deloitte & Touche LLP), until one such firm is willing to compute the Purchase Price Adjustment, if any. The Settlement Accountants shall use their best efforts to reach a determination not more than five (5) days after such referral. The costs and expenses of the services of the Settlement Accountants shall be paid equally by the Company and GRS. Pending the final determination by the Settlement Accountants of the Purchase Price Adjustment if any (the "Final Determination"), the differencePurchase

Procedures for Resolving Disputes with Respect to the Purchase Price Adjustment. The following clauses (i) and (ii) set forth the procedures for resolving disputes among the parties with respect to the determination of the Purchase Price Adjustment, if any: (i) Within five (5) business days after delivery by GRS to the Stockholders of a Purchase Price Notice, the Stockholders may deliver to GRS a written notice advising GRS either that the Stockholders (A) agree with the calculation of the Purchase Price Adjustment, or (B) believe that one or more adjustments are required. If the Stockholders shall concur with the calculation of the Purchase Price Adjustment, if any, or if the Stockholders shall not object thereto in a written notice delivered to GRS within five (5) business days after the Stockholders' receipt of the Purchase Price Notice, the Purchase Price as set forth in the Purchase Price Notice, if any, shall become final and shall not be subject to further review, challenge or adjustment absent fraud. (ii) In the event that GRS timely submits the Purchase Price Notice and the Stockholders timely object to the proposed Purchase Price Adjustment, and the Stockholders and GRS are unable to resolve the disagreements with respect to the proposed Purchase Price Adjustment prior to the Closing, then such disagreements shall be referred to a recognized firm of independent certified public accountants experienced in auditing roofing or construction companies and selected by mutual agreement of Stockholders and GRS (the "Settlement Accountants"), and the determination of the Purchase Price Adjustment, if any, by the Settlement Accountants shall be final and shall not be subject to further review, challenge or adjustment absent fraud. In the event that Stockholders and GRS cannot agree on the selection of Settlement Accountants, the Settlement Accountants shall be selected by lottery from among recognized firms of independent certified public accountants, with preference being given to the "Big Six" accounting firms (except for Deloitte & Touche LLP), until one such firm is willing to compute the Purchase Price Adjustment, if any. The Settlement Accountants shall use their best efforts to reach a determination not more than five (5) days after such referral. The costs and expenses of the services of the Settlement Accountants shall be paid equally by the Company and GRS. Pending the final determination by the Settlement Accountants of the Purchase Price Adjustment Adjustment, if any any, (the "Final Determination")) the difference between the determination by the Stockholders and GRS of the Purchase Price Adjustment, if any, shall be withheld from the differencecash portion of the Purchase Price to be delivered pursuant to Section 1.03 (a) and shall be paid in accordance with and upon the Final Determination. Any such dispute shall not delay the Closing.

Procedures for Resolving Disputes with Respect to the Purchase Price Adjustment. The following clauses (i) and (ii) set forth the procedures for resolving disputes among the parties with respect to the determination of the Purchase Price Adjustment, if any: (i) Within five (5) business days after delivery by GRS to the Stockholders of a Purchase Price Notice, the Stockholders may deliver to GRS a written notice advising GRS either that the Stockholders (A) agree with the calculation of the Purchase Price Adjustment, or (B) believe that one or more adjustments are required. If the Stockholders shall concur with the calculation of the Purchase Price Adjustment, if any, or if the Stockholders shall not object thereto in a written notice delivered to GRS within five (5) business days after the Stockholders' receipt of the Purchase Price Notice, the Purchase Price as set forth in the Purchase Price Notice, if any, shall become final and shall not be subject to further review, challenge or adjustment absent fraud. (ii) In the event that GRS timely submits the Purchase Price Notice and the Stockholders timely object to the proposed Purchase Price Adjustment, and the Stockholders and GRS are unable to resolve the disagreements with respect to the proposed Purchase Price Adjustment prior to the Closing, then such disagreements shall be referred to a recognized firm of independent certified public accountants experienced in auditing roofing or construction companies and selected by mutual agreement of Stockholders and GRS (the "Settlement Accountants"), and the determination of the Purchase Price Adjustment, if any, by the Settlement Accountants shall be final and shall not be subject to further review, challenge or adjustment adjustment, absent fraud. In the event that Stockholders and GRS cannot agree on the selection of Settlement Accountants, the Settlement Accountants shall be selected by lottery from among recognized firms of independent certified public accountants, with preference being given to the "Big Six" accounting firms (except for Deloitte & Touche LLP), until one such firm is willing to compute the Purchase Price Adjustment, if any. The Settlement Accountants shall use their best efforts to reach a determination not more than five (5) days after such referral. The costs and expenses of the services of the Settlement Accountants shall be paid equally by the Company Stockholders and GRS. Pending the final determination by the Settlement Accountants of the Purchase Price Adjustment Adjustment, if any any, (the "Final Determination"), the differencedifference between the determination by the Stockholders and GRS of the Purchase Price Adjustment, if any, shall be withheld from the cash portion of the Purchase Price to be delivered pursuant to Section 1.03(a) and shall be paid in accordance with and upon the Final Determination. Any such dispute shall not delay the Closing.