Common use of Resolution of Protest Clause in Contracts

Resolution of Protest. Within thirty (30) days after the Delivery Date (the “Objection Deadline”), Seller may deliver to Buyer a notice of objection (an “Objection Notice”) with respect to the Adjustment Amount Calculation. If no Objection Notice regarding the Adjustment Amount Calculation is delivered by Seller to Buyer by the Objection Deadline, the Adjustment Amount Calculation shall be final and binding on the parties hereto as the Adjustment Amount. Any Objection Notice regarding the Adjustment Amount Calculation shall specify the items in the Adjustment Amount Calculation disputed by Seller and shall describe the basis for the objection, as well as the amount in dispute. Any other items not so disputed by Seller shall be deemed “agreed upon”. If an Objection Notice is delivered in accordance with this Section 2.3(b), Buyer and Seller shall consult with each other with respect to the objection set forth therein. If Buyer and Seller are unable to reach agreement within fifteen (15) days after an Objection Notice has been given, all unresolved disputed items shall be promptly referred to an independent auditor which (i) has never provided services to either Buyer or Seller and (ii) is mutually acceptable to Buyer and Seller (the “Independent Accounting Firm”). The Independent Accounting Firm shall be directed to render a written report on the unresolved disputed issues with respect to the Adjustment Amount Calculation as promptly as practicable, but in no event more than thirty (30) days after such submission to the Independent Accounting Firm, and to resolve only those issues of dispute set forth in the Objection Notice. If unresolved disputed issues are submitted to the Independent Accounting Firm, Buyer and Seller will each furnish to the Independent Accounting Firm such bank statements and other documents and information relating to the unresolved disputed issues as the Independent Accounting Firm may reasonably request. The Independent Accounting Firm shall establish the procedures it shall follow (including procedures with regard to the presentation of evidence) giving due regard to the mutual intention of Seller and Buyer to resolve the disputed items and amounts as quickly, efficiently and inexpensively as possible. The resolution of the dispute and the calculation of the Adjustment Amount by the Independent Accounting Firm shall be final and binding on the parties hereto. The fees and expenses of the Independent Accounting Firm shall be allocated between Buyer and Seller in the proportion that the amounts determined by the Independent Accounting Firm against each party bears to the total amount in dispute (determined with respect to dollar amount).

Resolution of Protest. Within thirty (30) days after the Delivery Date (the “Objection Deadline”), Seller may deliver to Buyer a notice of objection (an “Objection Notice”) with respect to the Adjustment Amount Calculation. If no Objection Notice regarding the Adjustment Amount Calculation is delivered by Seller to Buyer by the Objection Deadline, the Adjustment Amount Calculation shall be final and binding on the parties hereto as the Adjustment Amount. Any Objection Notice regarding the Adjustment Amount Calculation shall specify the items in the Adjustment Amount Calculation disputed by Seller and shall describe the basis for the objection, as well as the amount in dispute. Any other items not so disputed by Seller shall be deemed “agreed upon”. If an Objection Notice is delivered in accordance with this Section 2.3(b), Buyer and Seller shall consult with each other with respect to the objection set forth therein. If Buyer and Seller are unable to reach agreement within fifteen (15) days after an Objection Notice has been given, all unresolved disputed items shall be promptly referred to an independent auditor which (i) has never provided services to either Buyer or Seller and (ii) is mutually acceptable to Buyer and Seller (the “Independent Accounting Firm”). The Independent Accounting Firm shall be directed to render a written report on the unresolved disputed issues with respect to the Adjustment Amount Calculation as promptly as practicable, but in no event more than thirty (30) days after such submission to the Independent Accounting Firm, and to resolve only those issues of dispute set forth in the Objection Notice. If unresolved disputed issues are submitted to the Independent Accounting Firm, Buyer and Seller will each furnish to the Independent Accounting Firm such bank statements and other documents and information relating to the unresolved disputed issues as the Independent Accounting Firm may reasonably request. The Independent Accounting Firm shall establish the procedures it shall follow (including procedures with regard to the presentation of evidence) giving due regard to the mutual intention of Seller and Buyer to resolve the disputed items and amounts as quickly, efficiently efficiently, equitably and inexpensively as possible. The resolution of the dispute and the calculation of the Adjustment Amount by the Independent Accounting Firm shall be final and binding on the parties hereto. The fees and expenses of the Independent Accounting Firm shall be allocated between Buyer and Seller in the proportion that the amounts determined by the Independent Accounting Firm against each party bears to the total amount in dispute (determined with respect to dollar amount).

Resolution of Protest. Within thirty During the fifteen (3015) days after following delivery of any Closing Statement Protest Notice, the Delivery Date (the “Objection Deadline”), Seller Parties shall seek in good faith to resolve any differences which they may deliver to Buyer a notice of objection (an “Objection Notice”) have with respect to the Adjustment Amount Calculation. If no Objection Notice regarding the Adjustment Amount Calculation is delivered by Seller to Buyer by the Objection Deadline, the Adjustment Amount Calculation shall be final and binding on the parties hereto as the Adjustment Amount. Any Objection Notice regarding the Adjustment Amount Calculation shall specify the items matters specified in the Adjustment Amount Calculation disputed by Seller and shall describe the basis for the objection, as well as the amount in dispute. Any other items not so disputed by Seller shall be deemed “agreed upon”. If an Objection Notice is delivered in accordance with this Section 2.3(b), Buyer and Seller shall consult with each other with respect to the objection set forth thereinClosing Statement Protest Notice. If Buyer and Seller are unable to reach agreement resolve any disagreement set forth in the Closing Statement Protest Notice within such fifteen (15) day period, then Seller and Buyer shall jointly engage a nationally recognized independent public accounting firm that is not the independent auditor of any of Buyer, Seller or their respective Affiliates or any firm that has provided services to Buyer, Seller or their respective Affiliates since December 31, 2017 (the firm so engaged, the “Accountants”). The Accountants so engaged shall be required to resolve the disagreements with or relating to the Closing Statement in accordance with the terms and provisions of this Agreement within thirty (30) days after Seller and Buyer submit the matter to the Accountants, or such longer period if determined reasonably necessary to complete the scope of work. The Accountant’s resolution shall, absent manifest error, be final and binding on each of the Parties. If Seller is not provided by Buyer full and complete access to Buyer’s books and records relating to, and personnel familiar with the determination of Net Working Capital pursuant to Section 2.3(c)(iv), the Accountant shall perform an independent review to determine the Net Working Capital at Buyer’s expense. If Seller provides full and complete access to Buyer’s books and records relating to, and personnel familiar with the determination of Net Working Capital, the Accountants shall act to resolve, based solely on presentations and supporting materials provided by Buyer and Seller, and not by independent review, each item of disagreement; provided, that the Accountants shall only be authorized to resolve any disputed items and amounts within the range of difference between Seller’s position with respect thereto and Buyer’s position with respect thereto. Written submissions must be made by Buyer and Seller within fifteen (15) days after an Objection Notice has been giventhe Accountants are engaged, all unresolved disputed items and the Accountants must rule within fifteen (15) days of receiving such submissions. The Accountants may conduct a conference concerning the disagreements between Seller and Buyer, at which conference each Party shall be promptly referred have the right to an independent auditor which (i) has never provided services to either Buyer or Seller and (ii) is mutually acceptable to Buyer and Seller (the “Independent Accounting Firm”). The Independent Accounting Firm shall be directed to render a written report on the unresolved disputed issues with respect to the Adjustment Amount Calculation as promptly as practicablepresent its documents, but in no event more than thirty (30) days after such submission to the Independent Accounting Firm, and to resolve only those issues of dispute set forth in the Objection Notice. If unresolved disputed issues are submitted to the Independent Accounting Firm, Buyer and Seller will each furnish to the Independent Accounting Firm such bank statements and other documents and information relating to the unresolved disputed issues as the Independent Accounting Firm may reasonably request. The Independent Accounting Firm shall establish the procedures it shall follow (including procedures with regard to the presentation of evidence) giving due regard to the mutual intention of Seller and Buyer to resolve the disputed items and amounts as quickly, efficiently and inexpensively as possible. The resolution of the dispute and the calculation of the Adjustment Amount by the Independent Accounting Firm shall be final and binding on the parties hereto. The fees and expenses of the Independent Accounting Firm shall be allocated between Buyer and Seller in the proportion that the amounts determined by the Independent Accounting Firm against each party bears to the total amount in dispute (determined with respect to dollar amount).materials and

Resolution of Protest. Within thirty (30) days after the Delivery Date (the “Objection Deadline”), Seller may deliver to Buyer If a notice of objection (an “Objection Notice”) with respect to the Adjustment Amount Calculation. If no Objection Notice regarding the Adjustment Amount Calculation is delivered by Seller to Buyer by the Objection Deadline, the Adjustment Amount Calculation shall be final and binding on the parties hereto as the Adjustment Amount. Any Objection Notice regarding the Adjustment Amount Calculation shall specify the items in the Adjustment Amount Calculation disputed by Seller and shall describe the basis for the objection, as well as the amount in dispute. Any other items not so disputed by Seller shall be deemed “agreed upon”. If an Objection Protest Notice is timely delivered in accordance with this Section 2.3(b2.3(e), Seller and Buyer and Seller shall consult with each other with respect promptly endeavor in good faith to resolve any disagreement as to the objection set forth thereinClosing Statement. If Buyer and Seller are unable to reach agreement resolve in writing any disagreement as to the Closing Statement within fifteen thirty (1530) days after an Objection Notice has been givenfollowing Buyer’s receipt of the Protest Notice, all unresolved disputed items shall then the amounts in dispute will be promptly referred to an independent auditor which (i) has never provided services to either Buyer or Seller and (ii) is mutually acceptable to Buyer and Seller PwC (the “Independent Accounting FirmAccountants”). The Independent Accounting Firm ) for final arbitration, which arbitration shall be directed to render a written report on the unresolved disputed issues with respect to the Adjustment Amount Calculation as promptly as practicable, but in no event more than completed within thirty (30) days after such submission to the Independent Accounting Firm, and to resolve only those issues of dispute set forth in the Objection Notice. If unresolved disputed issues are matter is submitted to the Independent Accounting FirmAccountants, and which arbitration shall be final, binding and non-appealable. The Accountants shall act as an arbitrator to determine, based solely on presentations and submissions by Buyer and Seller will each furnish (which presentations and submissions shall be made to the Independent Accounting Firm such bank statements Accountants no later than fifteen (15) business days after the engagement of the Accountants), and other documents and information relating to not by independent review, only those amounts still in dispute, in each case, in accordance with the unresolved disputed issues as the Independent Accounting Firm may reasonably requestdefinitions set forth herein. The Independent Accounting Firm Accountants shall establish not assign a value to any component of Purchase Price that is higher or lower than the procedures it shall follow (including procedures with regard values set forth by Buyer and Seller in the Closing Statement and Protest Notice, as applicable. Buyer and Seller agree to the presentation of evidence) giving due regard to the mutual intention of Seller and Buyer to resolve the disputed items and amounts as quicklyexecute, efficiently and inexpensively as possible. The resolution of the dispute and the calculation of the Adjustment Amount if requested by the Independent Accounting Firm shall be final and binding on the parties heretoAccountants, a reasonable engagement letter. The fees and expenses of the Independent Accounting Firm Accountants shall be allocated between Buyer and Seller in the proportion that the amounts (as determined by the Independent Accounting Firm against each party bears Accountants) so that Seller’s share of such fees and expenses shall be equal to the product of (i) the aggregate amount of such fees and expenses, and (ii) a fraction, the numerator of which is the amount in dispute that is ultimately unsuccessfully disputed by Seller (as determined by the Accountant) and the denominator of which is the total amount in dispute (determined submitted to arbitration. The balance of such fees and expenses shall be paid by Buyer; provided that any retainer or upfront engagement fee shall initially be paid in equal portions by Buyer and Seller and Buyer or Seller, as applicable, shall reimburse the other as necessary to accomplish the split of fees set forth in the immediately preceding sentence. The term “Final Closing Statement,” as used in this Agreement, shall mean the Closing Statement if deemed final in accordance with respect Section 2.3(e) or the definitive Closing Statement agreed to dollar amountin writing by Seller and Buyer or resulting from the determinations made by the Accountants in accordance with this Section 2.3(f).

Resolution of Protest. Within thirty (30) days after the Delivery Date (the “Objection Deadline”), Seller may deliver to Buyer If a notice of objection (an “Objection Notice”) with respect to the Adjustment Amount Calculation. If no Objection Notice regarding the Adjustment Amount Calculation is delivered by Seller to Buyer by the Objection Deadline, the Adjustment Amount Calculation shall be final and binding on the parties hereto as the Adjustment Amount. Any Objection Notice regarding the Adjustment Amount Calculation shall specify the items in the Adjustment Amount Calculation disputed by Seller and shall describe the basis for the objection, as well as the amount in dispute. Any other items not so disputed by Seller shall be deemed “agreed upon”. If an Objection Protest Notice is timely delivered in accordance with this Section 2.3(b2.5(d), Seller and Buyer and Seller shall consult with each other with respect promptly endeavor in good faith to resolve any disagreement as to the objection set forth thereinActual Closing Schedule. If Buyer and Seller are unable to reach agreement resolve in writing any disagreement as to the Actual Closing Schedule within thirty (30) days following Buyer’s receipt of the Protest Notice, then the amounts in dispute will be promptly referred to Xxxxx Xxxxxxxx LLP (the “Accountants”) for final determination, which determination shall be completed within thirty (30) days after the matter is submitted to the Accountants, and which determination shall be final, binding and non-appealable. The Accountants shall act as an expert (and not an arbitrator) to determine, based solely on presentations and submissions by Buyer and Seller (which presentations and submissions shall be made to the Accountants no later than fifteen (15) days after an Objection Notice has been giventhe engagement of the Accountants), all unresolved disputed items shall be promptly referred to an and not by independent auditor which (i) has never provided services to either Buyer or Seller review, only those amounts still in dispute, in each case, in accordance with the definitions of Indebtedness, Transaction Expenses, Net Working Capital, Cash and (ii) is mutually acceptable to Actual Closing Amount set forth herein. Buyer and Seller (the “Independent Accounting Firm”). The Independent Accounting Firm shall be directed agree to render a written report on the unresolved disputed issues with respect to the Adjustment Amount Calculation as promptly as practicableexecute, but in no event more than thirty (30) days after such submission to the Independent Accounting Firm, and to resolve only those issues of dispute set forth in the Objection Notice. If unresolved disputed issues are submitted to the Independent Accounting Firm, Buyer and Seller will each furnish to the Independent Accounting Firm such bank statements and other documents and information relating to the unresolved disputed issues as the Independent Accounting Firm may reasonably request. The Independent Accounting Firm shall establish the procedures it shall follow (including procedures with regard to the presentation of evidence) giving due regard to the mutual intention of Seller and Buyer to resolve the disputed items and amounts as quickly, efficiently and inexpensively as possible. The resolution of the dispute and the calculation of the Adjustment Amount if requested by the Independent Accounting Firm shall be final and binding on the parties heretoAccountants, a reasonable engagement letter. The fees and expenses of the Independent Accounting Firm Accountants shall be allocated between Buyer and Seller in the proportion that the amounts (as determined by the Independent Accounting Firm against each party bears Accountants) so that Seller’s share of such fees and expenses shall be equal to the product of (i) the aggregate amount of such fees and expenses, and (ii) a fraction, the numerator of which is the amount in dispute that is ultimately unsuccessfully disputed by Seller (as determined by the Accountant) and the denominator of which is the total amount in dispute (determined submitted to arbitration. The balance of such fees and expenses shall be paid by Buyer. Notwithstanding anything herein to the contrary, the Parties acknowledge and agree that the intent of the Parties is to determine Indebtedness, Transaction Expenses, Net Working Capital, Cash and the Actual Closing Amount resulting therefrom, in each case, in accordance with respect the definitions of Indebtedness, Transaction Expenses, Net Working Capital, Cash and Actual Closing Amount set forth herein, and not to dollar amountpermit the use or introduction of any other accounting principles, practices, policies, procedures, conventions, classifications, estimation techniques, judgments or methodologies. The term “Final Closing Schedule,” as used in this Agreement, shall mean the Actual Closing Schedule if deemed final in accordance with Section 2.5(d) or the definitive Final Closing Schedule agreed to in writing by Seller and Buyer or resulting from the determinations made by the Accountants in accordance with this Section 2.5(e).

Resolution of Protest. Within thirty (30) days after the Delivery Date (the “Objection Deadline”), Seller may deliver to Buyer a notice of objection (an “Objection Notice”) with respect to the Adjustment Amount Calculation. If no Objection Notice regarding the Adjustment Amount Calculation is delivered by Seller to Buyer by the Objection Deadline, the Adjustment Amount Calculation shall be final and binding on the parties hereto as the Adjustment Amount. Any Objection Notice regarding the Adjustment Amount Calculation shall specify the items in the Adjustment Amount Calculation disputed by Seller and shall describe the basis for the objection, as well as the amount in dispute. Any other items not so disputed by Seller shall be deemed “agreed upon”. If an Objection Notice is delivered in accordance with this Section 2.3(b), Buyer and Seller shall consult with each other with respect to the objection set forth therein. If Buyer and Seller are unable to reach agreement within fifteen (15) days after an Objection Notice has been given, all unresolved disputed items shall be promptly referred to an Buyer’s independent auditor which (i) has never provided services to either Buyer or Seller and (ii) is mutually acceptable to Buyer and Seller (the “Independent Accounting Firm”). The Independent Accounting Firm shall be directed to render a written report on the unresolved disputed issues with respect to the Adjustment Amount Calculation as promptly as practicable, but in no event more than thirty (30) days after such submission to the Independent Accounting Firm, and to resolve only those issues of dispute set forth in the Objection Notice. If unresolved disputed issues are submitted to the Independent Accounting Firm, Buyer and Seller will each furnish to the Independent Accounting Firm such bank statements and other documents and information relating to the unresolved disputed issues as the Independent Accounting Firm may reasonably request. The Independent Accounting Firm shall establish the procedures it shall follow (including procedures with regard to the presentation of evidence) giving due regard to the mutual intention of Seller and Buyer to resolve the disputed items and amounts as quickly, efficiently and inexpensively as possible. The resolution of the dispute and the calculation of the Adjustment Amount by the Independent Accounting Firm shall be final and binding on the parties hereto. The fees and expenses of the Independent Accounting Firm shall be allocated between Buyer and Seller in the proportion that the amounts determined by the Independent Accounting Firm against each party bears to the total amount in dispute (determined with respect to dollar amount).

Resolution of Protest. Within thirty (30) days after the Delivery Date (the “Objection Deadline”), Seller the Member Representative may deliver to Buyer a notice of objection (an “Objection Notice”) with respect to the Adjustment Amount Calculation. If no Objection Notice regarding the Adjustment Amount Calculation is delivered by Seller the Member Representative to Buyer by the Objection Deadline, the Adjustment Amount Calculation shall be final and binding on the parties hereto as the Adjustment Amount. Any Objection Notice regarding the Adjustment Amount Calculation shall specify the items in the Adjustment Amount Calculation disputed by Seller the Member Representative and shall describe the basis for the objection, as well as the amount in dispute. Any other items not so disputed by Seller the Member Representative shall be deemed “agreed upon”. If an Objection Notice is delivered in accordance with this Section 2.3(b2.3(b)(iii), Buyer and Seller the Member Representative shall consult with each other with respect to the objection set forth therein. If Buyer and Seller the Member Representative are unable to reach agreement within fifteen (15) days after an Objection Notice has been given, all unresolved disputed items shall be promptly referred to an independent auditor which (i) has never provided services to either Buyer or Seller Parties and (ii) is mutually acceptable to Buyer and Seller the Member Representative (the “Independent Accounting Firm”). The Independent Accounting Firm shall be directed to render a written report on the unresolved disputed issues with respect to the Adjustment Amount Calculation as promptly as practicable, but in no event more than thirty (30) days after such submission to the Independent Accounting Firm, and to resolve only those issues of dispute set forth in the Objection Notice. If unresolved disputed issues are submitted to the Independent Accounting Firm, Buyer and Seller the Member Representative will each furnish to the Independent Accounting Firm such bank statements and other documents and information relating to the unresolved disputed issues as the Independent Accounting Firm may reasonably request. The Independent Accounting Firm shall establish the procedures it shall follow (including procedures with regard to the presentation of evidence) giving due regard to the mutual intention of Seller and Buyer to resolve the disputed items and amounts as quickly, efficiently and inexpensively as possible. The resolution of the dispute and the calculation of the Adjustment Amount by the Independent Accounting Firm shall be final and binding on the parties hereto. The fees and expenses of the Independent Accounting Firm shall be allocated between Buyer and Seller in the proportion that the amounts determined by the Independent Accounting Firm against each party bears to the total amount in dispute (determined with respect to dollar amount).

Resolution of Protest. Within thirty (30) days after the Delivery Date (the “Objection Deadline”), Seller may deliver to Buyer If a notice of objection (an “Objection Notice”) with respect to the Adjustment Amount Calculation. If no Objection Notice regarding the Adjustment Amount Calculation is delivered by Seller to Buyer by the Objection Deadline, the Adjustment Amount Calculation shall be final and binding on the parties hereto as the Adjustment Amount. Any Objection Notice regarding the Adjustment Amount Calculation shall specify the items in the Adjustment Amount Calculation disputed by Seller and shall describe the basis for the objection, as well as the amount in dispute. Any other items not so disputed by Seller shall be deemed “agreed upon”. If an Objection Protest Notice is timely delivered in accordance with this Section 2.3(b2.5(d), Seller and Buyer and shall promptly negotiate in good faith to resolve all items disputed by Seller shall consult with each other with respect to in the objection set forth thereinProtest Notice. If Buyer and Seller are unable to reach agreement resolve in writing all items disputed by Seller in the Protest Notice within thirty (30) calendar days after Xxxxx’s receipt of the Protest Notice, then either Seller or Buyer shall have the right to cause the Parties to jointly engage Xxxxx Xxxxxxxx Advisors LLC, or if such firm is unable or unwilling to accept its appointment, an independent nationally recognized accounting firm with experience in such matters and that is mutually agreed upon by Seller and Buyer (in either case, the “Accounting Firm”), to resolve the remaining disputed items. The Accounting Firm shall act as an expert (and not an arbitrator) to determine, based solely on presentations and submissions by Seller and Buyer and not by independent review, only those items still in dispute, in each case, in accordance with the applicable definitions set forth herein and the Accounting Principles (and not with the use or introduction of any other accounting principles, practices, policies, procedures, conventions, classifications, estimation techniques, judgments or methodologies). All discussions and presentations by Seller or Buyer to the Accounting Firm must take place in the presence (including by telephone) of the other Party, and all submissions made by Seller or Buyer to the Accounting Firm must be concurrently delivered to the other Party. All presentations and submissions by Seller and Buyer shall be made to the Accounting Firm no later than fifteen (15) calendar days after an Objection Notice has been given, all unresolved disputed items shall be promptly referred to an independent auditor which (i) has never provided services to either Buyer or Seller and (ii) is mutually acceptable to Buyer and Seller (the “Independent engagement of the Accounting Firm”). The Independent , and the Accounting Firm shall be directed instructed by Seller and Xxxxx to render a its written report on the unresolved disputed issues decision with respect to the Adjustment Amount Calculation as promptly as practicable, but in no event more than thirty (30) days after such submission to the Independent Accounting Firm, and to resolve only those issues items still in dispute no later than fifteen (15) calendar days thereafter (it being acknowledged and agreed that the failure of dispute set forth in the Objection Notice. If unresolved disputed issues are submitted to the Independent Accounting Firm, Buyer and Seller will each furnish to the Independent Accounting Firm such bank statements and other documents and information relating to timely deliver its written decision shall not render the unresolved determination of the Accounting Firm invalid). In resolving any disputed issues as item, the Independent Accounting Firm may reasonably requestnot assign a value to any item greater than the maximum value for such item claimed by either Party or less than the minimum value of such item claimed by either Party. The Independent All determinations made by the Accounting Firm shall establish in its written decision will be final, binding and non-appealable by the procedures it shall follow (including procedures with regard to Parties. Judgment may be entered upon the presentation of evidence) giving due regard to the mutual intention of Seller and Buyer to resolve the disputed items and amounts as quickly, efficiently and inexpensively as possible. The resolution written decision of the dispute and the calculation of the Adjustment Amount by the Independent Accounting Firm shall in any court having jurisdiction over the Party against which such determination is to be final and binding on the parties heretoenforced. The fees and expenses of the Independent Accounting Firm shall be allocated between Buyer and Seller in the proportion that the amounts (as determined by the Independent Accounting Firm against each party bears Firm) so that Seller’s share of such fees and expenses shall be equal to the total product of (i) the aggregate amount of such fees and expenses, and (ii) a fraction, the numerator of which is the aggregate amount in dispute (determined with respect to dollar amount).that is ultimately unsuccessfully disputed by Seller and the denominator of which is the

Resolution of Protest. Within thirty (30) days after the Delivery Date (the “Objection Deadline”), Seller may deliver to Buyer If a notice of objection (an “Objection Notice”) with respect to the Adjustment Amount Calculation. If no Objection Notice regarding the Adjustment Amount Calculation is delivered by Seller to Buyer by the Objection Deadline, the Adjustment Amount Calculation shall be final and binding on the parties hereto as the Adjustment Amount. Any Objection Notice regarding the Adjustment Amount Calculation shall specify the items in the Adjustment Amount Calculation disputed by Seller and shall describe the basis for the objection, as well as the amount in dispute. Any other items not so disputed by Seller shall be deemed “agreed upon”. If an Objection Protest Notice is timely delivered in accordance with this Section 2.3(b2.5(d), Seller and Buyer and Seller shall consult with each other with respect promptly endeavor in good faith to resolve any disagreement as to the objection set forth thereinClosing Statement. If Buyer and Seller are unable to reach agreement resolve in writing any disagreement as to the Closing Statement within thirty (30) days following Buyer’s receipt of the Protest Notice, then the amounts in dispute will be promptly referred to the New York office of Ernst & Young LLP (the “Accountants”) for final arbitration, which arbitration shall be completed within thirty (30) days after the matter is submitted to the Accountants, and which arbitration shall be final, binding and non-appealable. The Accountants shall act as an arbitrator to determine, based solely on presentations and submissions by Buyer and Seller (which presentations and submissions shall be made to the Accountants no later than fifteen (15) days after an Objection Notice has been giventhe engagement of the Accountants), all unresolved disputed items shall be promptly referred to an and not by independent auditor which (i) has never provided services to either Buyer or Seller review, only those amounts still in dispute, in each case, in accordance with the definitions of Net Working Capital and (ii) is mutually acceptable to Cash set forth herein. Buyer and Seller (agree to execute, if requested by the “Independent Accounting Firm”). The Independent Accounting Firm shall be directed to render Accountants, a written report on the unresolved disputed issues with respect to the Adjustment Amount Calculation as promptly as practicable, but in no event more than thirty (30) days after such submission to the Independent Accounting Firm, reasonable engagement letter and to resolve only those issues of dispute set forth in reasonably cooperate with the Objection Notice. If unresolved disputed issues are submitted to Accountants during the Independent Accounting Firm, Buyer and Seller will each furnish to the Independent Accounting Firm such bank statements and other documents and information relating to the unresolved disputed issues as the Independent Accounting Firm may reasonably request. The Independent Accounting Firm shall establish the procedures it shall follow (including procedures with regard to the presentation of evidence) giving due regard to the mutual intention of Seller and Buyer to resolve the disputed items and amounts as quickly, efficiently and inexpensively as possible. The resolution term of the dispute and the calculation of the Adjustment Amount by the Independent Accounting Firm shall be final and binding on the parties heretoengagement. The fees and expenses of the Independent Accounting Firm Accountants shall be allocated between Buyer and Seller in the proportion that the amounts (as determined by the Independent Accounting Firm against each party bears Accountants) so that Seller’s share of such fees and expenses shall be equal to the product of (i) the aggregate amount of such fees and expenses, and (ii) a fraction, the numerator of which is the amount in dispute that is ultimately unsuccessfully disputed by Seller (as determined by the Accountant) and the denominator of which is the total amount in dispute (determined submitted to arbitration. The balance of such fees and expenses shall be paid by Buyer. The parties agree that the purpose of the adjustment contemplated by this Section 2.5 with respect to dollar amount).Net Working Capital is to measure the amount of changes in Net Working Capital using the Agreed Accounting Principles, and such adjustment is not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purposes of determining Net Working Capital. The term “Final Closing Statement,” as used in this Agreement, shall mean the Closing Statement

Resolution of Protest. Within If a Protest Notice is timely delivered in accordance with Section 2.4(d), Sellers’ Representative and Buyer shall promptly endeavor in good faith to resolve any disagreement as to the Closing Statement (and the calculations set forth therein). If Xxxxx and Sellers’ Representative are able to resolve in writing any disagreement as to the Closing Statement, any such agreement shall be deemed accepted by Buyer and Sellers and shall be final and binding on each of the Buyer and Sellers. If Buyer and Sellers’ Representative are unable to resolve in writing any disagreement as to the Closing Statement within thirty (30) days following Xxxxx’s receipt of the Protest Notice, then the amounts still in dispute will be promptly referred to Xxxxx Xxxxxxxx LLP or such other nationally recognized independent public accounting firm as Buyer and Sellers’ Representative agree to in writing (the “Accountants”) for final determination within thirty (30) days after such referral, which determination shall be final, binding and non-appealable by Buyer and Sellers. The determination by the Accountants of the amounts in dispute shall be based solely on presentations and submissions by Xxxxx and Sellers’ Representative (which presentations and submissions shall be made to the Accountants no later than thirty (30) days after the Delivery Date (engagement of the “Objection Deadline”Accountants), Seller may deliver to Buyer a notice of objection (an “Objection Notice”) with respect to and the Adjustment Amount Calculationdefinitions set forth herein, and shall not involve the Accountants’ independent review. If no Objection The Accountants will only consider those items that are identified on the Protest Notice regarding the Adjustment Amount Calculation is delivered by Seller to Buyer as in dispute unless otherwise agreed by the Objection Deadline, the Adjustment Amount Calculation shall be final Sellers’ Representative and binding on the parties hereto as the Adjustment Amount. Any Objection Notice regarding the Adjustment Amount Calculation shall specify the items in the Adjustment Amount Calculation disputed by Seller and shall describe the basis for the objection, as well as the amount in dispute. Any other items not so disputed by Seller shall be deemed “agreed upon”. If an Objection Notice is delivered in accordance with this Section 2.3(b), Buyer and Seller shall consult with each other with respect to the objection set forth therein. If Buyer and Seller are unable to reach agreement within fifteen (15) days after an Objection Notice has been given, all unresolved disputed items shall be promptly referred to an independent auditor which (i) has never provided services to either Buyer or Seller and (ii) is mutually acceptable to Buyer and Seller (the “Independent Accounting Firm”)Buyer. The Independent Accounting Firm shall be directed Accountants may not assign a value to render a written report on any item greater than the unresolved disputed issues with respect greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. Xxxxx and Sellers’ Representative agree to the Adjustment Amount Calculation as promptly as practicableexecute, but in no event more than thirty (30) days after such submission to the Independent Accounting Firm, and to resolve only those issues of dispute set forth in the Objection Notice. If unresolved disputed issues are submitted to the Independent Accounting Firm, Buyer and Seller will each furnish to the Independent Accounting Firm such bank statements and other documents and information relating to the unresolved disputed issues as the Independent Accounting Firm may reasonably request. The Independent Accounting Firm shall establish the procedures it shall follow (including procedures with regard to the presentation of evidence) giving due regard to the mutual intention of Seller and Buyer to resolve the disputed items and amounts as quickly, efficiently and inexpensively as possible. The resolution of the dispute and the calculation of the Adjustment Amount if requested by the Independent Accounting Firm shall be final and binding on the parties heretoAccountants, a reasonable engagement letter. The fees and expenses of the Independent Accounting Firm Accountants shall be allocated between Buyer and Seller in the proportion that the amounts Sellers (as determined by the Independent Accounting Firm against each party bears Accountants) so that Sellers’ total share of such fees and expenses shall be equal to the product of (i) the aggregate amount of such fees and expenses, and (ii) a fraction, the numerator of which is the amount in dispute that is ultimately unsuccessfully disputed by Sellers (as determined by the Accountant) and the denominator of which is the total amount in dispute (submitted to arbitration. The balance of such fees and expenses shall be paid by Buyer. For example, should the items in dispute total in amount to $1,000, and the Accountants awards $600 in favor of Sellers’ position, 60% of the costs and expenses of the Accountants would be borne by Buyer and 40% by the Sellers. For purposes of this Agreement, “Final Net Working Capital”, “Final Closing Cash”, “Final Closing Transaction Expenses”, “Final Closing Indebtedness”, and “Final Purchase Price” mean, respectively, Net Working Capital, Closing Cash, Closing Transaction Expenses, Closing Indebtedness, and the Purchase Price, as finally determined with respect pursuant to dollar amountSection 2.4(d) and this Section 2.4(e).

Resolution of Protest. Within thirty (30) days after If Buyer and the Delivery Date (the “Objection Deadline”), Seller may deliver Representative are unable to Buyer a notice of objection (an “Objection Notice”) resolve any disagreement with respect to the Adjustment Amount Calculation. If no Objection Notice regarding Closing Net Working Capital Statement within twenty (20) days following Buyer’s receipt of the Adjustment Amount Calculation is delivered by Seller Protest Notice, then the items in dispute will be referred to an independent accounting firm mutually acceptable to Buyer by and the Objection DeadlineSeller Representative (the “Accountant”) for final arbitration within forty-five (45) days after submitting the matter to the Accountant, the Adjustment Amount Calculation which arbitration shall be final and binding on the parties hereto as the Adjustment Amount. Any Objection Notice regarding the Adjustment Amount Calculation shall specify the items in the Adjustment Amount Calculation disputed by Seller and shall describe the basis for the objection, as well as the amount in dispute. Any other items not so disputed by Seller shall be deemed “agreed upon”. If an Objection Notice is delivered in accordance with this Section 2.3(b), Buyer and Seller shall consult with each other with respect to the objection set forth thereinSelling Parties. If Buyer and the Seller Representative are unable to reach agreement within fifteen (15) days after an Objection Notice has been givenagree upon the Accountant, all unresolved disputed items then each shall be promptly referred to select an independent auditor which (i) has never provided services accounting firm, and the two accounting firms so selected mutually shall select a third accounting firm to either Buyer or Seller and (ii) is mutually acceptable act as the sole Accountant. The Accountant shall act as an arbitrator to determine, based solely on presentations by Buyer and the Seller (the “Independent Accounting Firm”). The Independent Accounting Firm shall be directed to render a written report on the unresolved disputed issues with respect to the Adjustment Amount Calculation as promptly as practicable, but in no event more than thirty (30) days after such submission to the Independent Accounting FirmRepresentative, and to resolve not by independent review, only those issues of dispute set forth amounts still in the Objection Noticedispute. If unresolved disputed issues are submitted to the Independent Accounting Firm, Buyer and the Seller will each furnish Representative agree to the Independent Accounting Firm such bank statements and other documents and information relating to the unresolved disputed issues as the Independent Accounting Firm may reasonably request. The Independent Accounting Firm shall establish the procedures it shall follow (including procedures with regard to the presentation of evidence) giving due regard to the mutual intention of Seller and Buyer to resolve the disputed items and amounts as quicklyexecute, efficiently and inexpensively as possible. The resolution of the dispute and the calculation of the Adjustment Amount if requested by the Independent Accounting Firm shall be final and binding on the parties heretoAccountant, a reasonable engagement letter. The fees and expenses of the Independent Accounting Firm Accountant shall be allocated between Buyer and Seller so that Seller’s share of such fees and expenses shall be equal to the product of (i) and (ii), where (i) is the aggregate amount of such fees and expenses, and where (ii) is a fraction, the numerator of which is the amount in dispute that is ultimately unsuccessfully disputed by the proportion that the amounts Seller Representative (as determined by the Independent Accounting Firm against each party bears Accountant) and the denominator of which is the difference between Buyer’s and Seller’s respective calculation of the disputed item submitted to arbitration. The term “Final Net Working Capital Statement” means the total amount definitive Net Working Capital Statement accepted by the Seller Representative or agreed to by the Seller Representative and Buyer in dispute accordance with Section 2.3(d) or this Section 2.3(e) or the definitive Net Working Capital Statement resulting from the determinations made by the Accountant in accordance with this Section 2.3(e) (determined with respect in addition to dollar amountthose items theretofore accepted by the Seller Representative or agreed to by the Seller Representative and Buyer). The term “Final Net Working Capital” means the Net Working Capital as set forth on the Final Net Working Capital Statement.