Common use of Resolution by Arbitration Clause in Contracts

Resolution by Arbitration. (i) If Purchaser and Seller do not resolve to their mutual satisfaction all disputed adjustments in the Purchaser’s Letter within 25 calendar days following the meeting provided for in Section 2.3(d), any remaining disputed adjustments that were properly included in Purchaser’s Letter will be settled by the Chicago, Illinois office of Xxxxx Xxxxxxxx LLP (or, if such firm will decline to act or is, at the time of submission thereto, a principal independent auditor of Purchaser or Seller, to another independent accounting firm of national reputation acceptable to Purchaser and Seller) (either Xxxxx Xxxxxxxx LLP or such other accounting firm being the “Arbitrator”) in accordance with the following provisions of this Section 2.3(e). If based solely on the undisputed adjustments in the Preliminary Statement, Purchaser and Seller are able to agree on a provisional calculation of Final Net Working Capital, then within 30 calendar days following the meeting provided for in Section 2.3(d), Seller will pay Purchaser an amount equal to the Negative Purchase Price Adjustment, or Purchaser will pay Seller an amount equal to the Positive Purchase Price Adjustment, as applicable, which would be due under Section 2.3(f) based on such provisional calculation. (ii) On or prior to the 30th calendar day following the meeting provided for in Section 2.3(d), Purchaser and Seller will furnish the Arbitrator with a copy of the Agreement, the Financial Statements, the Preliminary Statement and Purchaser’s Letter. Purchaser and Seller will also give the Arbitrator access to the Business Records of the Business, as well as any accounting work papers or other schedules relating to the preparation of the Preliminary Statement and Purchaser’s Letter. (iii) Within 25 calendar days of submitting the disputed adjustments to the Arbitrator pursuant to Section 2.3(e)(ii), Purchaser and Seller will provide to the Arbitrator and to each other a copy of a written submission setting forth their respective positions with respect to each remaining disputed adjustment that was properly included in Purchaser’s Letter. Within 25 calendar days thereafter, Purchaser and Seller may provide to the Arbitrator and to each other a written rebuttal, which will be limited to addressing the points raised in the opposing party’s initial written submission. No additional written submissions will be made to the Arbitrator unless specifically requested by the Arbitrator. (iv) The Arbitrator’s engagement will be limited to (A) reviewing the Preliminary Statement and the amounts properly placed in dispute by Purchaser’s Letter pursuant to Section 2.3(c); (B) reviewing the parties’ written submissions provided pursuant to Section 2.3(e)(iii); (C) acting as an expert and not as an arbitrator, to determine (1) whether Seller’s proposed amount for an item in the Preliminary Statement or Purchaser’s proposed adjustment thereto in Purchaser’s Letter is calculated more nearly in accordance with Section 2.3(b) and (2) whether there were mathematical errors in the Preliminary Statement, provided that in each case the Arbitrator may only make determinations with respect to the items properly placed in dispute by Purchaser’s Letter pursuant to Section 2.3(c) and, with respect to each such item, may not assign a value greater than the greatest value, or less than the smallest value, for such item claimed by any Party, as presented to the Arbitrator pursuant hereto; (D) preparing the Final Statement, which will include those amounts in the Preliminary Statement accepted by Purchaser pursuant to Section 2.3(c)(ii)(A), those adjustments otherwise agreed to in writing by the parties pursuant to Section 2.3(d), and those amounts determined by the Arbitrator to be calculated more nearly in accordance with Section 2.3(b) pursuant to its determinations in clause (C) above; and (E) calculating the Purchase Price Adjustment. Seller and Purchaser shall each pay one-half of the fees and expenses of the Arbitrator. (v) The Arbitrator will complete its preparation of the Final Statement and the Purchase Price Adjustment within 25 calendar days after receiving the written submissions, rebuttal responses, if any, and any other written information pursuant to Section 2.3(e)(iii), and will deliver a copy of the Final Statement and the Purchase Price Adjustment to Seller and Purchaser and, together with a report setting forth each disputed adjustment, the Arbitrator’s determination with respect thereto, and a statement of the Arbitrator’s reasons for such determination. The Arbitrator’s determination will be conclusive and binding upon the parties and may be entered and enforced in any court of competent jurisdiction.

Resolution by Arbitration. (i) If Purchaser Parent and Seller the Stockholders’ Representative do not resolve to their mutual satisfaction all disputed adjustments in the Purchaser’s Letter Notice of Disagreement within 25 calendar 15 days following the meeting provided for in Section 2.3(d1.4(d), any remaining disputed adjustments that were properly included in Purchaser’s Letter the Notice of Disagreement will be settled by the Chicago, Illinois office of Xxxxx Xxxxxxxx LLP (or, if such accounting firm will shall decline to act or isis not, at the time of submission thereto, a principal independent auditor of Purchaser Parent or Sellerthe Company, to another independent accounting firm of national reputation mutually acceptable to Purchaser Parent and Sellerthe Stockholders’ Representative) (either Xxxxx Xxxxxxxx LLP or such other accounting firm being the “ArbitratorIndependent Accounting Firm”) in accordance with the following provisions of this Section 2.3(e1.4(e). If based solely on Neither Parent nor the undisputed adjustments Company (A) has, in the Preliminary Statement, Purchaser and Seller are able to agree on a provisional calculation of Final Net Working Capital, then within 30 calendar days following the meeting provided for in Section 2.3(d), Seller will pay Purchaser an amount equal three-year period prior to the Negative Purchase Price Adjustmentdate of this Agreement, engaged the Independent Accounting Firm to perform any services in excess of $100,000 in any 12-month period for any such Person (other than acting as an independent arbitrator in a similar capacity as the Independent Accounting Firm) or Purchaser (B) will pay Seller engage the Independent Accounting Firm to perform any service for such Person (other than acting as an amount equal independent arbitrator in a similar capacity as the Independent Accounting Firm) prior to the Positive Purchase Price Adjustment, as applicable, which would be due under finalization of the Final Statement pursuant to this Section 2.3(f) based on such provisional calculation1.4. (ii) On or prior to the 30th calendar day As soon as reasonably practicable following the meeting provided for in Section 2.3(d)engagement of the Independent Accounting Firm, Purchaser Parent and Seller the Stockholders’ Representative will furnish the Arbitrator Independent Accounting Firm with a copy of the this Agreement, the Financial Statements, the Estimated Closing Adjustment Statement, the Preliminary Statement Statement, the Notice of Disagreement and Purchaser’s Letterany other relevant correspondence between the Parties. Purchaser Parent and Seller the Stockholders’ Representative will also give the Arbitrator Independent Accounting Firm: 1) position papers outlining such Party’s respective arguments and supporting documentation for such Party’s position, provided, however, that Parent’s positions, arguments and computations must not be inconsistent with those set forth in the Preliminary Statement or agreed to with the Stockholders’ Representative pursuant to Section 1.4(d) above (and the Independent Accounting Firm will not consider any that are inconsistent), and the Stockholders’ Representative’s positions, arguments and computations must not be inconsistent with those set forth in the Notice of Disagreement or agreed to with Parent pursuant to Section 1.4(d) above (and the Independent Accounting Firm will not consider any that are inconsistent); and 2) access to the Business Records books and records of the BusinessSurviving Company and its subsidiaries, as well as including any accounting work papers or other schedules prepared by such Party’s accountants (subject to compliance with such Party’s accountants’ customary procedures for release) relating to the preparation of the Preliminary Statement and Purchaser’s Letterthe Notice of Disagreement, and upon reasonable advance notice, access during normal business hours to relevant personnel of Parent and the Surviving Company. (iii) Within 25 calendar days of submitting the disputed adjustments to the Arbitrator pursuant to Section 2.3(e)(ii), Purchaser and Seller will provide to the Arbitrator and to each other a copy of a written submission setting forth their respective positions with respect to each remaining disputed adjustment that was properly included in Purchaser’s Letter. Within 25 calendar days thereafter, Purchaser and Seller may provide to the Arbitrator and to each other a written rebuttal, which will be limited to addressing the points raised in the opposing party’s initial written submission. No additional written submissions will be made to the Arbitrator unless specifically requested by the Arbitrator. (iv) The ArbitratorIndependent Accounting Firm’s engagement will be limited to (A) reviewing the Preliminary Statement and the amounts properly placed in dispute by Purchaser’s Letter the Notice of Disagreement pursuant to Section 2.3(c1.4(c)(ii); (B) reviewing determining the parties’ written submissions provided pursuant to Section 2.3(e)(iii); (C) acting as an expert and not as an arbitrator, to determine (1) whether Seller’s proposed amount for an each individual item remaining in dispute between the Preliminary Statement or Purchaser’s proposed adjustment thereto in Purchaser’s Letter is calculated more nearly Stockholders’ Representative and Parent in accordance with Section 2.3(b) the Accounting Principles and this Agreement, and (2) whether there were mathematical errors in the Preliminary Statement, provided that in each case the Arbitrator may only make determinations with respect to the items properly placed in dispute by Purchaser’s Letter pursuant to Section 2.3(c) and, with respect to each such item, may not assign a value greater than the greatest value, or less than the smallest value, for such item claimed by any Party, as presented to the Arbitrator pursuant hereto; (DC) preparing the Final Statement, which will include those amounts in the Preliminary Statement accepted by Purchaser the Stockholders’ Representative pursuant to Section 2.3(c)(ii)(A1.4(c)(iii)(A), those adjustments otherwise agreed to in writing by Parent and the parties Stockholders’ Representative pursuant to Section 2.3(d1.4(d), and those amounts determined by the Arbitrator to be calculated more nearly Independent Accounting Firm in accordance with Section 2.3(b) pursuant to its determinations in the foregoing clause (CB) above(which shall not be more favorable to Parent than the amount specified in the Preliminary Statement nor more favorable to the Stockholders’ Representative than the amount specified in the Notice of Disagreement); and (ED) calculating the Purchase Price Closing Adjustment. Seller and Purchaser shall each pay one-half of the The fees and expenses of the ArbitratorIndependent Accounting Firm shall be borne by the Stockholders’ Representative (on behalf of the Company Equityholders) and Parent in inverse proportion as they may prevail on matters resolved by the Independent Accounting Firm, which proportionate allocations shall also be determined by the Independent Accounting Firm at the time the determination of the Independent Accounting Firm is rendered on the Final Statement and the Closing Adjustment. (viv) The Arbitrator Parties will instruct the Independent Accounting Firm to (A) complete its preparation of the Final Statement and the Purchase Price Closing Adjustment within 25 calendar days after receiving from the written submissions, rebuttal responses, if any, and any other written information date of submission of the disputed adjustments to the Independent Accounting Firm pursuant to Section 2.3(e)(iii1.4(e)(ii), and will (B) deliver promptly thereafter a copy of the Final Statement and the Purchase Price Closing Adjustment to Seller the Stockholders’ Representative, Parent and Purchaser andthe Escrow Agent, together with a report setting forth each disputed adjustment, adjustment and the ArbitratorIndependent Accounting Firm’s determination with respect thereto, and a statement of the Arbitrator’s reasons for such determination. The ArbitratorIndependent Accounting Firm’s determination will be conclusive and binding upon the parties Parties and may be entered and enforced in any court of competent jurisdiction. (v) The Independent Accounting Firm shall be instructed that, between the time the Stockholders’ Representative delivered the Notice of Disagreement to Parent and the date of the Independent Accounting Firm’s engagement, the Stockholders’ Representative and Parent may have exchanged certain proposals relating to the disputed items that were intended solely for purposes of facilitating settlement discussions and such proposals were confidential and were provided solely on the condition and understanding that such proposals would not be permitted to be disclosed in any court or arbitration hearing, including with respect to the accounting firm engagement in the dispute. The Independent Accounting Firm will be instructed to disregard any evidence of such settlement proposals and negotiations in its consideration of the disputed matter.

Resolution by Arbitration. (i) If Purchaser and Seller do not resolve to their mutual satisfaction all disputed adjustments in the Purchaser’s Letter a Revenue Notice of Disagreement within 25 calendar days following the meeting provided for in Section 2.3(dSECTION 2.4(d), any remaining disputed adjustments that were properly included in Purchaser’s Letter a Revenue Notice of Disagreement will be settled by the Chicago, Illinois office of Xxxxx Xxxxxxxx LLP (or, if such firm will decline to act or is, at the time of submission thereto, a principal independent auditor of Purchaser or Seller, to another independent accounting firm of national reputation acceptable to Purchaser and Seller) (either Xxxxx Xxxxxxxx LLP or such other accounting firm being the “Arbitrator”) Arbitrator in accordance with the following provisions of this Section 2.3(eSECTION 2.4(e). If based solely on the undisputed adjustments in the Preliminary Statement, Purchaser and Seller are able to agree on a provisional calculation of Final Net Working Capital, then within 30 calendar days following the meeting provided for in Section 2.3(d), Seller will pay Purchaser an amount equal to the Negative Purchase Price Adjustment, or Purchaser will pay Seller an amount equal to the Positive Purchase Price Adjustment, as applicable, which would be due under Section 2.3(f) based on such provisional calculation. (ii) On or prior to the 30th calendar day following the meeting provided for in Section 2.3(dSECTION 2.4(d), Purchaser and Seller will furnish the Arbitrator with a copy of the this Agreement, the Financial Statements, related Revenue Notice and the Preliminary Statement and Purchaser’s LetterRevenue Notice of Disagreement. Purchaser and Seller will also give the Arbitrator access to the Business Records books and records of the Business, as well as any accounting work papers or other schedules relating to the preparation of the Preliminary Statement related Revenue Notice and Purchaser’s Letterthe Revenue Notice of Disagreement and all other items reasonably requested by the Arbitrator. (iii) Within 25 calendar days of submitting the disputed adjustments to the Arbitrator pursuant to Section 2.3(e)(iiSECTION 2.4(e)(ii), Purchaser and Seller will provide to the Arbitrator and to each other a copy of a written submission setting forth their respective positions with respect to each remaining disputed adjustment that was properly included in Purchaser’s Letterthe Revenue Notice of Disagreement. Within 25 calendar days thereafter, Purchaser and Seller may provide to the Arbitrator and to each other a written rebuttal, which will be limited to addressing the points raised in the opposing party’s 's initial written submission. No additional written submissions will be made to the Arbitrator unless specifically requested by the Arbitrator. (iv) The Arbitrator’s 's engagement will be limited to (A) reviewing the Preliminary Statement related Revenue Notice and the amounts properly placed in dispute by Purchaser’s Letter pursuant to Section 2.3(c)the Revenue Notice of Disagreement; (B) reviewing the parties’ ' written submissions provided pursuant to Section 2.3(e)(iiiSECTION 2.4(e)(iii); (C) acting as an expert and not as an arbitrator, to determine (1) whether Seller’s Purchaser's proposed amount for an item each disputed element of the 2007 Revenue or the 2008 Revenue, as applicable, in the Preliminary Statement related Revenue Notice or Purchaser’s Seller's proposed adjustment thereto in Purchaser’s Letter the Revenue Notice of Disagreement is calculated more nearly in accordance with Section 2.3(bSECTION 2.4(a) and (2) whether there were mathematical errors in the Preliminary Statementrelated Revenue Notice, provided that in each case the Arbitrator may only make determinations with respect to the items properly placed in dispute by Purchaser’s Letter pursuant to Section 2.3(cplaced (v) and, with respect to each such item, may not assign a value greater than the greatest value, or less than the smallest value, for such item claimed by any Party, as presented to the Arbitrator pursuant hereto; (D) preparing the Final Statement, which will include those amounts in the Preliminary Statement accepted by Purchaser pursuant to Section 2.3(c)(ii)(A), those adjustments otherwise agreed to in writing by the parties pursuant to Section 2.3(d), and those amounts determined by the Arbitrator to be calculated more nearly in accordance with Section 2.3(b) pursuant to its determinations in clause (C) above; and (E) calculating the Purchase Price Adjustment. Seller and Purchaser shall each pay one-half of the fees and expenses of the Arbitrator. (vvi) The Arbitrator will complete its preparation of the Final Statement and the Purchase Price Adjustment revised Revenue Notice within 25 calendar days after receiving the written submissions, rebuttal responses, if any, and any other written information pursuant to Section 2.3(e)(iii), SECTION 2.4(e)(iii) and will deliver a copy of the Final Statement revised Revenue Notice to Purchaser and the Purchase Price Adjustment to Seller and Purchaser andSeller, together with a report setting forth each disputed adjustment, the Arbitrator’s 's determination with respect thereto, thereto and a statement of the Arbitrator’s 's reasons for such determination. The Arbitrator’s 's determination will be conclusive and binding upon the parties and may be entered and enforced in any court of competent jurisdiction.

Resolution by Arbitration. (i) If Purchaser and Seller do not resolve to their mutual satisfaction all disputed adjustments in the Purchaser’s 's Letter within 25 calendar days following the meeting provided for in Section SECTION 2.3(d), any remaining disputed adjustments that were properly included in Purchaser’s 's Letter will be settled by the Chicago, Illinois office of Xxxxx Xxxxxxxx LLP (or, if such firm will decline to act or is, at the time of submission thereto, a principal independent auditor of Purchaser or Seller, to another independent accounting firm of national reputation acceptable to Purchaser and Seller) (either Xxxxx Xxxxxxxx LLP or such other accounting firm being the “"Arbitrator”") in accordance with the following provisions of this Section SECTION 2.3(e). If If, based solely on the undisputed adjustments in the Preliminary Statement, Purchaser and Seller are able to agree on a provisional calculation of Final Net Working Capital, then within 30 calendar days following the meeting provided for in Section SECTION 2.3(d), Seller will pay Purchaser an amount equal to the Negative Purchase Price Adjustment, or Purchaser will pay Seller an amount equal to the Positive Purchase Price Adjustment, as applicable, which would be due under Section SECTION 2.3(f) based on such provisional calculation. (ii) On or prior to the 30th calendar day following the meeting provided for in Section SECTION 2.3(d), Purchaser and Seller will furnish the Arbitrator with a copy of the Agreement, the Financial Statements, the Preliminary Statement and Purchaser’s 's Letter. Purchaser and Seller will also give the Arbitrator access to the Business Records of the Business, as well as any accounting work papers or other schedules relating to the preparation of the Preliminary Statement and Purchaser’s 's Letter. (iii) Within 25 calendar days of submitting the disputed adjustments to the Arbitrator pursuant to Section SECTION 2.3(e)(ii), Purchaser and Seller will provide to the Arbitrator and to each other a copy of a written submission setting forth their respective positions with respect to each remaining disputed adjustment that was properly included in Purchaser’s 's Letter. Within 25 calendar days thereafter, Purchaser and Seller may provide to the Arbitrator and to each other a written rebuttal, which will be limited to addressing the points raised in the opposing party’s 's initial written submission. No additional written submissions will be made to the Arbitrator unless specifically requested by the Arbitrator. (iv) The Arbitrator’s 's engagement will be limited to (A) reviewing the Preliminary Statement and the amounts properly placed in dispute by Purchaser’s 's Letter pursuant to Section SECTION 2.3(c); (B) reviewing the parties’ ' written submissions provided pursuant to Section SECTION 2.3(e)(iii); (C) acting as an expert and not as an arbitrator, to determine (1) whether Seller’s 's proposed amount for an item in the Preliminary Statement or Purchaser’s 's proposed adjustment thereto in Purchaser’s 's Letter is calculated more nearly in accordance with Section SECTION 2.3(b) and (2) whether there were mathematical errors in the Preliminary Statement, provided that in each case the Arbitrator may only make determinations with respect to the items properly placed in dispute by Purchaser’s Letter pursuant to Section 2.3(c) and, with respect to each such item, may not assign a value greater than the greatest value, or less than the smallest value, for such item claimed by any Party, as presented to the Arbitrator pursuant hereto; (D) preparing the Final Statement, which will include those amounts in the Preliminary Statement accepted by Purchaser pursuant to Section 2.3(c)(ii)(A), those adjustments otherwise agreed to in writing by the parties pursuant to Section 2.3(d), and those amounts determined by the Arbitrator to be calculated more nearly in accordance with Section 2.3(b) pursuant to its determinations in clause (C) above; and (E) calculating the Purchase Price Adjustment. Seller and Purchaser shall each pay one-half of the fees and expenses of the Arbitrator., (v) The Arbitrator will complete its preparation of the Final Statement and the Purchase Price Adjustment within 25 calendar days after receiving the written submissions, rebuttal responses, if any, and any other written information pursuant to Section SECTION 2.3(e)(iii), and will deliver a copy of the Final Statement and the Purchase Price Adjustment to Seller and Purchaser and, together with a report setting forth each disputed adjustment, the Arbitrator’s 's determination with respect thereto, and a statement of the Arbitrator’s 's reasons for such determination. The Arbitrator’s 's determination will be conclusive and binding upon the parties and may be entered and enforced in any court of competent jurisdiction.

Resolution by Arbitration. (i) If Purchaser and Seller do not resolve to their mutual satisfaction all disputed adjustments in the Purchaser’s 's Letter within 25 calendar days following the meeting provided for in Section SECTION 2.3(d), any remaining disputed adjustments that were properly included in Purchaser’s 's Letter will be settled by the Chicago, Illinois office offices of Xxxxx Xxxxxxxx Deloitte & Touche LLP (or, if such firm will decline to act or is, at the time of submission thereto, a principal independent auditor of Purchaser or Seller, to another independent accounting firm of national reputation acceptable to Purchaser and Seller) (either Xxxxx Xxxxxxxx Deloitte & Touche LLP or such other accounting firm being the “"Arbitrator”") in accordance with the following provisions of this Section SECTION 2.3(e). If based solely on the undisputed adjustments in the Preliminary Statement, Purchaser and Seller are able to agree on a provisional calculation of Final Net Working Capital, then within 30 calendar days following the meeting provided for in Section 2.3(d), Seller will pay Purchaser an amount equal to the Negative Purchase Price Adjustment, or Purchaser will pay Seller an amount equal to the Positive Purchase Price Adjustment, as applicable, which would be due under Section 2.3(f) based on such provisional calculation. (ii) On or prior to the 30th 45th calendar day following the meeting provided for in Section 2.3(dPurchaser's delivery of a Purchaser's Letter to Seller pursuant to SECTION 2.3(c)(ii), Purchaser and Seller will furnish the Arbitrator with a copy of the Agreement, the Financial StatementsYear-End Balance Sheet, the Closing Date Balance Sheet, the Preliminary Statement Statements and Purchaser’s 's Letter. Purchaser and Seller will also give the Arbitrator access to the Business Records of the Business, as well as any accounting work papers or other schedules relating to the preparation of the Year-End Balance Sheet, the Closing Date Balance Sheet and the Preliminary Statement Statements and Purchaser’s 's Letter. (iii) Within 25 calendar days of submitting the disputed adjustments to the Arbitrator pursuant to Section SECTION 2.3(e)(ii) that were included in Purchaser's Letter in accordance with SECTION 2.3(c)(ii), Purchaser and Seller will provide to the Arbitrator and to each other a copy of a written submission setting forth their respective positions with respect to each remaining disputed adjustment that was properly included described in Purchaser’s 's Letter. Within 25 calendar days thereafter, Purchaser and Seller may provide to the Arbitrator and to each other a written rebuttal, which will be limited to addressing the points raised in the opposing party’s 's initial written submission. No additional written submissions submission will be made to the Arbitrator unless specifically requested by the Arbitrator. (iv) After receiving the written submissions, rebuttal responses, if any, and any other written information pursuant to SECTION 2.3(e)(iii), the Arbitrator will promptly schedule a date to interview persons designated by each party to present that party's position. The interviews will be held on at least seven calendar days' notice to each party, and each party, its counsel and other advisors may be present and participate in any questioning at such interviews. The interviewing process will last no more than two calendar days in the aggregate, unless otherwise requested by the Arbitrator. (v) The Arbitrator’s 's engagement will be limited to (A) reviewing the Year-End Balance Sheet, the Closing Date Balance Sheet, the Preliminary Statement Statements and the amounts properly placed in dispute by Purchaser’s 's Letter pursuant to Section SECTION 2.3(c); (B) reviewing the parties’ ' written submissions provided pursuant to Section SECTION 2.3(e)(iii); (C) acting as an expert and not as an arbitrator, to determine determining (1) whether Seller’s 's proposed amount for an item in the Preliminary Statement Statements or Purchaser’s 's proposed adjustment thereto in Purchaser’s 's Letter is calculated more nearly in accordance with Section SECTION 2.3(b) and ), (2) whether there were mathematical errors in the Year-End Balance Sheet, the Closing Date Balance Sheet or the Preliminary Statement, provided that Statements and (3) whether the Year-End Balance Sheet and the Closing Date Balance Sheet were prepared in each case the Arbitrator may only make determinations accordance with respect to the items properly placed GAAP on a consistent basis as described in dispute by Purchaser’s Letter pursuant to Section 2.3(c) and, with respect to each such item, may not assign a value greater than the greatest value, or less than the smallest value, for such item claimed by any Party, as presented to the Arbitrator pursuant heretoSECTION 2.3(b); (D) preparing the Final StatementStatements, which will include those amounts in the Preliminary Statement Statements accepted by Purchaser pursuant to Section SECTION 2.3(c)(ii)(A), those adjustments adjustment otherwise agreed to in writing by the parties pursuant to Section SECTION 2.3(d), and those amounts determined by the Arbitrator to be calculated more nearly in accordance with Section SECTION 2.3(b) pursuant to its determinations in clause (C) above); and (E) calculating the Purchase Price Adjustment. Seller and Purchaser shall each pay one-half of the The fees and expenses of the Arbitrator will be borne by Seller and Purchaser in inverse proportion as they may prevail on matters resolved by the Arbitrator, which proportionate allocations will also be determined by the Arbitrator at the time the determination of the Arbitrator is rendered on the Final Statements and the Purchase Price Adjustment. (vvi) The Arbitrator will complete its preparation of the Final Statement Statements and the Purchase Price Adjustment within 25 calendar days after receiving from the written submissions, rebuttal responses, if any, and any other written information date of the final interview conducted pursuant to Section 2.3(e)(iiiSECTION 2.3(e)(iv), and will deliver a copy of the Final Statement Statements and the Purchase Price Adjustment to Seller and Purchaser and, together with a report setting forth each disputed adjustment, the Arbitrator’s 's determination with respect thereto, and a statement of the Arbitrator’s 's reasons for such determination. The Arbitrator’s 's determination will be conclusive and binding upon the parties and may be entered and enforced in any court of competent jurisdiction.