Common use of Review and Dispute Procedures Clause in Contracts

Review and Dispute Procedures. (i) Sellers shall have the right to review an Earn-Out Calculation for a period of 15 days following the delivery of an Earn-Out Calculation by Buyer (the “Earn-Out Review Period”). Sellers shall have the right to object to any item or computation appearing in an Earn-Out Calculation by notifying Buyer in writing of Sellers’ specific objections (and the basis thereof) prior to the expiration of the applicable Earn-Out Review Period. If Sellers do not deliver notice of any such objections prior to the expiration of the applicable Earn-Out Review Period, then the applicable Earn-Out Calculation, and all calculations made therein, shall be determinative for purposes of this Agreement and shall be final and binding. Any item or amount on an Earn-Out Calculation which is not objected to by Sellers in writing shall be deemed final, conclusive and binding upon the parties for all purposes. (ii) If Sellers object in writing to an Earn-Out Calculation prior to the expiration of the Earn-Out Review Period, Sellers and Buyer shall, during the 30 day period following delivery of Sellers’ objections, attempt in good faith to resolve the matters on a Earn-Out Calculation to which Sellers objected. In the event Sellers and Xxxxx cannot agree on such matters by the end of such 30 day period, either party may immediately engage the Neutral Accountant to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Earn-Out Calculation. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.06(c)(ii) shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above.

Review and Dispute Procedures. (ia) Sellers Within sixty (60) days of the end of each Fiscal Year, Buyer shall have deliver to the right to review an Earn-Out Calculation Representative in writing its calculation of Adjusted Operating Income for such Fiscal Year and the amount of the Earnout Payment resulting therefrom (collectively, the “Earnout Calculations”), together with all supporting documentation necessary for a period review of 15 days following such Earnout Calculations. The Representative and its accountants and representatives shall at all reasonable times (and upon reasonable notice) be given full access to (and shall be allowed to make copies of) such books and records as may be reasonably necessary to confirm the delivery preparation of an Earn-Out Calculation the Earnout Calculations. (b) If the Representative disputes any of the Earnout Calculations as delivered by Buyer (Buyer, the “Earn-Out Review Period”). Sellers Representative shall have the right to object to any item or computation appearing in an Earn-Out Calculation by notifying so notify Buyer in writing (“Notice of Sellers’ specific objections (Dispute”) not more than 30 days after the date the Representative receives the Earnout Calculations and supporting documentation, specifying in reasonable detail any points of disagreement. If the Representative fails to deliver a Notice of Dispute within such 30-day period, the Representative shall be deemed to have accepted the Earnout Calculations. Upon receipt of the Notice of Dispute, Buyer shall promptly consult with the Representative with respect to such points of disagreement in an effort to resolve the dispute. If any such dispute cannot be resolved by Buyer and the basis thereofRepresentative within twenty (20) prior business days after Buyer receives the Notice of Dispute, they shall refer the dispute to the expiration Arbitrator to finally determine, as soon as practicable, and in any event within thirty (30) days after such reference, all points of disagreement with respect to the Earnout Calculations. For purposes of such arbitration, each of Buyer and the Representative shall submit a proposed calculation of Adjusted Operating Income for the applicable Fiscal Year and the amount of the applicable Earn-Out Review PeriodEarnout Payment resulting therefrom. If Sellers do not deliver notice of any such objections prior to The Arbitrator shall apply the expiration of the applicable Earn-Out Review Period, then the applicable Earn-Out Calculation, accounting and all calculations made therein, shall be determinative for purposes of other principles set forth in this Agreement and shall be final otherwise conduct the arbitration under such procedures as Buyer and binding. Any item or amount on an Earn-Out Calculation which is not objected to by Sellers in writing shall be deemed finalthe Representative may agree or, conclusive and binding upon failing such agreement, under the parties for all purposes. (ii) If Sellers object in writing to an Earn-Out Calculation prior to the expiration Commercial Arbitration Rules of the Earn-Out Review Period, Sellers and Buyer shall, during the 30 day period following delivery of Sellers’ objections, attempt in good faith to resolve the matters on a Earn-Out Calculation to which Sellers objected. In the event Sellers and Xxxxx cannot agree on such matters by the end of such 30 day period, either party may immediately engage the Neutral Accountant to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Earn-Out CalculationAmerican Arbitration Association. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees fees, costs and expenses of the Neutral Accountant arbitration and of the Arbitrator incurred in connection with any dispute under this Section 2.06(c)(ii) shall the arbitration of the Earnout Calculations will be borne by the party whose positions (based on aggregate dollar amount) are furthest from generally did not prevail in such determination, or if the final determination of Arbitrator determines that neither party could be fairly found to be the prevailing party, then such disputed items fees, costs and expenses will be borne 50% by the Neutral Accountant. Each party shall bear any fees Sellers, as applicable, and 50% by Buyer; provided, that such fees, costs and expenses shall not include, so long as a party complies with the procedures of its own accountantsthis Section 2.7, attorneys the other party’s outside counsel, accounting or other fees. All determinations by the Arbitrator shall be final, conclusive and other representatives binding with respect to the matters described aboveEarnout Calculations and the allocation of arbitration fees and expenses. (c) Each Seller acknowledges that receipt of the Earnout Calculations for any Fiscal Year, together with any supporting documentation, to the extent not already disclosed to the public, may constitute receipt of confidential and/or material, non-public information (the “Confidential Information”) concerning Buyer. Each Seller severally, and not jointly, agrees that it (i) will hold the Confidential Information in confidence, (ii) will not use the Confidential Information other than for the purposes set forth herein, and (iii) will disclose the Confidential Information only to its officers, directors, employees, accountants, counsel, financial advisors or other representatives with a specific need to know the Confidential Information. Each Seller severally, and not jointly, agrees that it will not disclose, publish or otherwise reveal any of the Confidential Information received from Buyer to any other party whatsoever except with the specific prior written authorization of Buyer. In addition, each Seller severally, and not jointly, acknowledges that it is prohibited from (i) purchasing or selling securities of Buyer until such Confidential Information (or financial information of Buyer covering the relevant time period to which the Confidential Information relates) is disclosed to the public and (ii) communicating such Confidential Information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell securities of Buyer until such Confidential Information (or financial information of Buyer covering the relevant time period to which the Confidential Information relates) is disclosed to the public.

Review and Dispute Procedures. (iA) For each quarter during the Earnout Period, within five (5) days after the filing of the Purchaser’ quarterly report on Form 10-Q with the SEC, Purchaser shall prepare and deliver to the Sellers shall have the right to review an Earn-Out Calculation its good faith calculation of Gross Revenue for a period of 15 days following the delivery of an Earn-Out Calculation by Buyer such quarter (the “Earn-Out Review PeriodGross Revenue Statement”). Sellers . (B) On the tenth (10th) day following Purchaser’s delivery of the Gross Revenue Statement to the Sellers, the Gross Revenue Statement shall have be deemed to be the right to object to any item or computation appearing in an Earn-Out Calculation by notifying Buyer in writing of Sellers’ specific objections “Final Gross Revenue Statement” (and the basis thereof) prior to the expiration of the applicable Earn-Out Review Period. If Sellers do not deliver notice of any such objections prior to the expiration of the applicable Earn-Out Review Periodshall, then the applicable Earn-Out Calculation, and all calculations made therein, shall be determinative for purposes of this Agreement Agreement, be deemed to be final and binding on the parties, including with respect to the calculation of the Gross Revenue thereon) unless, prior to such date, the Sellers shall have delivered to Purchaser a notice describing in reasonable detail its objections to the Gross Revenue Statement (including such reasonable detail (to the extent then known to the Sellers) regarding the items in dispute and a statement of the amount of each adjustment that the Sellers believe should be made to the Gross Revenue Statement). Any items in the Gross Revenue Statement that are not objected to in the Sellers’ notice shall be deemed to be final and binding on the parties. Purchaser and the Sellers shall each use reasonable best efforts to resolve any objections and any such resolution shall be final and bindingbinding on all parties. Any item disputes on any Gross Revenue Statement shall be addressed after the close of the fiscal year and the outside independent auditors have reviewed the Purchaser’s financial statements and any adjustments have been made that may impact the calculation of the Gross Revenue. (C) If Purchaser and the Sellers do not resolve all of the Sellers’ objections within ten (10) days after the filing of the Purchaser’s annual report on Form 10-K with the SEC containing Purchaser’s audited financial statements, then either Purchaser or amount the Sellers may, within ten (10) days after such date, submit the unresolved objections to a Neutral Accountant. Purchaser and the Sellers shall direct the Neutral Accountant to, within twenty (20) days following such submission, resolve such unresolved objections and such resolution shall be final and binding on an Earn-Out Calculation which is not objected all parties. The Gross Revenue Statement provided by the Neutral Accountant pursuant to by Sellers in writing this Section 2.3(b)(ii)(C) (including the calculation of the Gross Revenue thereon) shall be deemed finalto be the “Final Gross Revenue Statement” and shall, conclusive for purposes of this Agreement, be deemed to be final and binding upon the parties for all purposes. (ii) If Sellers object in writing to an Earn-Out Calculation prior to the expiration of the Earn-Out Review Period, Sellers and Buyer shall, during the 30 day period following delivery of Sellers’ objections, attempt in good faith to resolve the matters on a Earn-Out Calculation to which Sellers objected. In the event Sellers and Xxxxx cannot agree on such matters by the end of such 30 day period, either party may immediately engage the Neutral Accountant to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items parties. If neither Purchaser nor the Sellers submits such unresolved objections to the Neutral Accountant in writingduring the ten (10) Business Day period, the Gross Revenue Statement prepared by Purchaser shall be the “Final Gross Revenue Statement” and shall, for purposes of this Agreement, be deemed to be final and binding on the parties shall require the Neutral Accountantparties, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties including with respect to the determination calculation of the Earn-Out Calculation. The resolution Gross Revenue therein. (D) Within five (5) days after the calculation of the Gross Revenue becomes final and binding on the Parties pursuant to this Section 2.3, Purchaser shall pay the applicable Earnout Payment to the Sellers in accordance with the wire instructions delivered by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions Sellers to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.06(c)(ii) shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described abovePurchaser.

Review and Dispute Procedures. If the Sellers’ Representative disagrees in whole or in part with the Initial Calculation, then within forty-five (i45) calendar days after its receipt of the Initial Calculation, the Sellers’ Representative shall notify the Purchaser of such disagreement in writing (the “Notice of Disagreement”), setting forth in reasonable detail the particulars of such disagreement. Any such Notice of Disagreement shall include a copy of the Initial Calculation, marked to indicate those specific line items that are in dispute (the “Disputed Line Items”), and shall be accompanied by the Sellers’ Representative’s calculation of the Disputed Line Items and the Sellers’ Representative’s revised calculation of the Base Purchase Price, the Closing Working Capital, the Closing Indebtedness, and/or the Transaction Fees, as applicable, and the resulting revised Closing Adjustment, it being understood that all items that are not Disputed Line Items shall be final, binding, and conclusive for all purposes hereunder. In the event that the Sellers’ Representative does not provide a Notice of Disagreement within such thirty (30) calendar day period, the Sellers shall be deemed to have accepted in full the right to review an Earn-Out Initial Calculation as prepared by the Purchaser, which shall be final, binding, and conclusive on Purchaser and the Sellers for all purposes hereunder. In the event that the Sellers’ Representative does provide a Notice of Disagreement within such thirty (30) calendar day period, all Disputed Line Items shall be resolved as provided below. The Purchaser and the Sellers’ Representative shall use all reasonable efforts for a period of 15 thirty (30) calendar days following the delivery of an Earn-Out Calculation by Buyer the Notice of Disagreement (the “Earn-Out Review Period”). Sellers shall have the right to object to any item or computation appearing such longer period as they may mutually agree in an Earn-Out Calculation by notifying Buyer in writing of Sellers’ specific objections (and the basis thereofwriting) prior to the expiration of the applicable Earn-Out Review Period. If Sellers do not deliver notice of any such objections prior to the expiration of the applicable Earn-Out Review Period, then the applicable Earn-Out Calculation, and all calculations made therein, shall be determinative for purposes of this Agreement and shall be final and binding. Any item or amount on an Earn-Out Calculation which is not objected to by Sellers in writing shall be deemed final, conclusive and binding upon the parties for all purposes. (ii) If Sellers object in writing to an Earn-Out Calculation prior to the expiration of the Earn-Out Review Period, Sellers and Buyer shall, during the 30 day period following delivery of Sellers’ objections, attempt in good faith to resolve the matters on a Earn-Out Calculation to which Sellers objectedany Disputed Line Items. In the event Sellers and Xxxxx cannot agree on such matters by If, at the end of such 30 thirty (30) calendar day periodperiod (or such longer period as mutually agreed to, either party if applicable), the Purchaser and the Sellers’ Representative are unable to resolve such Disputed Line Items, then Xxxxx Xxxxxxxx LLP or, failing Xxxxx Xxxxxxxx LLP’s willingness to so serve, such other independent certified public accounting firm of recognized national standing as may immediately engage be mutually agreed upon in writing by the Neutral Purchaser and the Sellers’ Representative (the “Settlement Accountant”), shall resolve any remaining Disputed Line Items in the manner provided below. The Purchaser and the Sellers’ Representative will enter into reasonable and customary arrangements for the services to be rendered by the Settlement Accountant under this Section 4.1(b) and shall submit the Initial Calculation and the Notice of Disagreement to the Settlement Accountant. The Settlement Accountant shall (i) limit its review to the materials submitted; and (ii) issue a written report as to the resolution of each Disputed Line Item, which report shall be accompanied by a certification by the Settlement Accountant to resolve the remaining disputed itemseffect that the Settlement Accountant’s determination was reached in accordance with the definitions as provided in this Agreement. Buyer The Settlement Accountant’s determination shall be based solely on the written submissions by the Purchaser and Sellers the Sellers’ Representative and not by independent review, and neither the Purchaser nor the Sellers’ Representative shall present have any ex parte conversations or meetings with the Settlement Accountant without the prior written consent of the Sellers’ Representative (in the case of the Purchaser) and the Purchaser (in the case of the Sellers’ Representative). The Purchaser and the Sellers’ Representative shall each furnish to the Settlement Accountant such work papers and other documents and information relating to their respective positions on calculations of the disputed items to Base Purchase Price, the Neutral Accountant in writingClosing Working Capital, the Closing Indebtedness, and/or the Transaction Fees, and the parties resulting revised Closing Adjustment, as set forth in the Initial Calculation or in the Notice of Disagreement, respectively, and shall require answer questions, as the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the Settlement Accountant may reasonably request. The determination of the Earn-Out CalculationSettlement Accountant shall be final, binding, and conclusive on the parties hereto (absent manifest arithmetical error) and any party may seek to enforce such determinations in a court of competent jurisdiction. The Purchase Price set forth in the Initial Calculation, as adjusted following the resolution by of any Disputed Line Items set forth in the Neutral Accountant Notice of such matters Disagreement in accordance with this Section 4.1(b), shall be within referred to herein as the range of the amounts claimed by the parties final Purchase Price. The procedures set forth in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.06(c)(ii4.1(b) for resolving disputes regarding matters covered by this Section 4.1 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of sole and exclusive method for resolving any such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described abovedisputes.

Review and Dispute Procedures. Within seventy-five (i75) Sellers days of the end of each Fiscal Year, the Buyer shall have submit to the right Sellers' Representatives in writing the proposed figures for the applicable Basic Earnout Payment Calculations for the most recently ended Fiscal Year and, with respect to review an Earn-Out Calculation FY 2007, the Additional Earnout Payment Calculations (collectively, the "Earnout Calculations"), together with all supporting documentation necessary for a period review of 15 days following such Earnout Calculations. The Buyer shall give the delivery Sellers' Representatives and other appropriate representatives of an Earn-Out Calculation by the Sellers such access during normal business hours to the books and records of each of the Buyer (and the “Earn-Out Review Period”)Company as the Sellers' Representatives shall reasonably request in order to evaluate such Earnout Calculations. Sellers shall have If the right to Sellers' Representatives object to any item of the Earnout Calculations within thirty (30) days of delivery thereof, they will deliver to the Buyer a notice of objection (an "Objection Notice") with respect to such Earnout Calculations. If no Objection Notice is delivered to the Buyer within such thirty (30) day period or computation appearing in if the Sellers' Representatives deliver to the Buyer a notice of acceptance of such calculations 1.1. If an Earn-Out Calculation by notifying Objection Notice is given, the Buyer in writing of Sellers’ specific objections (and the basis thereof) prior to the expiration of the applicable Earn-Out Review Period. If Sellers do not deliver notice of any such objections prior to the expiration of the applicable Earn-Out Review Period, then the applicable Earn-Out Calculation, and all calculations made therein, Sellers' Representatives shall be determinative for purposes of this Agreement and shall be final and binding. Any item or amount on an Earn-Out Calculation which is not objected to by Sellers in writing shall be deemed final, conclusive and binding upon the parties for all purposes. (ii) If Sellers object in writing to an Earn-Out Calculation prior to the expiration of the Earn-Out Review Period, Sellers and Buyer shall, during the 30 day period following delivery of Sellers’ objections, attempt in good faith to resolve the matters on a Earn-Out Calculation objection. If the Buyer and the Sellers' Representatives are unable to which Sellers objected. In reach agreement within twenty (20) days after an Objection Notice has been given, the event Sellers and Xxxxx cannot agree on such matters by parties shall submit their final calculations of the items in dispute to the Arbitrator as soon as practical following the end of such 30 twenty (20) day period, either party may immediately engage but in any event within thirty-five (35) days after the Neutral Accountant applicable Objection Notice has been received by the Buyer. The Arbitrator will be directed to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall require the Neutral Accountantreview such final calculations and, within 30 days thereafterfifteen (15) days, acting make a selection as an expert to which of the final calculations presented to it is, in the aggregate, more accurate and not an arbitrator, to resolve only provide a written report that sets forth the matters objected to by Sellers and not resolved by the parties with respect to the Arbitrator's determination of the Earn-Out Calculationapplicable Earnout Calculations for such Fiscal Year. The resolution of the dispute by the Neutral Accountant of such matters shall Arbitrator will be within the range of the amounts claimed by final and binding on the parties in their written submissions to the Neutral Accountanthereto. All of the The fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.06(c)(ii) Arbitrator shall be borne paid by the party whose positions proposed calculation is not selected by the Arbitrator. Within the later of (based on aggregate dollar amounta) are furthest from ten (10) Business Days after the final determination of such disputed items the Earnout Calculations by the Neutral Accountant. Each party shall bear any fees Arbitrator and expenses of its own accountants, attorneys and other representatives (b) with respect to FY 2004 and FY 2005, ten (10) Business Days following the matters described aboveBuyer's receipt of the Sellers Stock Percentage pursuant to Section 2.4.1.1, the Buyer shall pay, in accordance with Section 2.4 herein, to the Sellers any Basic Earnout Payment and, if applicable, any Additional Earnout Payment which is payable hereunder. Each Seller acknowledges that receipt of the applicable Adjusted PBT for any Fiscal Year, to the extent not already disclosed to the public, may constitute receipt of material, non-public information concerning the Buyer. Each Seller acknowledges that they are prohibited from (a) purchasing or selling securities of the Buyer until such information (or financial information of Buyer covering the relevant time period) is disclosed to the public and (b) communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell securities of the Buyer until such information is disclosed to the public.

Review and Dispute Procedures. (i) Sellers shall have the right to review an Earn-Out Calculation for a period of 15 Within thirty (30) days following the delivery end of an Earn-Out each Calculation by Period, Buyer shall submit to Seller in writing the proposed calculation of the Net Wholesale Sales for such Calculation Period (the “Earn-Out Review PeriodNet Wholesale Sales Calculation”). Sellers shall have the right to object to any item or computation appearing in an Earn-Out Calculation by notifying Buyer in writing , together with supporting documentation reasonably necessary for Seller review of Sellers’ specific objections (and the basis thereof) prior to the expiration of the applicable Earn-Out Review Period. If Sellers do not deliver notice of any such objections prior to the expiration of the applicable Earn-Out Review Period, then the applicable Earn-Out proposed Net Wholesale Sales Calculation, and all calculations made therein, shall be determinative for purposes of this Agreement and shall be final and binding. Any item or amount on an Earn-Out Calculation which is not objected to by Sellers in writing shall be deemed final, conclusive and binding upon the parties for all purposes. (ii) If Sellers object in writing to an Earn-Out Calculation prior to the expiration Seller shall have 10 days following delivery by Buyer of the Earnproposed Net Wholesale Sales Calculation to notify Buyer of any disagreement with such proposed Net Wholesale Sales Calculation, which notice shall set forth in reasonable detail the basis for such dispute. If Seller does not notify Buyer of any such disagreement within such 10-Out Review Periodday period, Sellers the Net Wholesale Sales Calculation provided by Buyer shall be deemed to be final and binding on Buyer shalland Seller. If Seller does notify Buyer of any such disagreement within such 10-day period, during the 30 day period following delivery of Sellers’ objections, attempt Buyer and Seller shall cooperate in good faith to resolve such dispute as promptly as practicable, and upon such resolution, the matters on a Earn-Out Net Wholesale Sales for the applicable Calculation to which Sellers objectedPeriod shall be determined in accordance with the mutual written agreement of Buyer and Seller. In the event Sellers If Buyer and Xxxxx cannot agree on such matters by the end of such 30 day period, either party may immediately engage the Neutral Accountant Seller are unable to resolve the remaining disputed items. any dispute regarding such Net Wholesale Sales Calculation within 15 days (or such longer period as Buyer and Sellers Seller shall present their respective positions on the disputed items to the Neutral Accountant mutually agree in writing) of receipt of a notice of a dispute, the dispute shall be resolved by an independent public accounting firm as agreed in writing by Seller and Buyer (the parties “Independent Accounting Firm”). Such resolution shall require the Neutral Accountant, be final and binding on Buyer and Seller. The Independent Accounting Firm shall use commercially reasonable efforts to complete its work within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the determination of the Earn-Out Calculationits engagement. The resolution by the Neutral Accountant of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountant. All of the fees fees, costs and expenses of the Neutral Accountant in connection with any dispute under this Section 2.06(c)(iiIndependent Accounting Firm (A) shall be borne by Seller in the party whose positions (based on proportion that the aggregate dollar amountamount of all such disputed items so submitted that are unsuccessfully disputed by Seller (as finally determined by the Independent Accounting Firm) are furthest from bears to the final determination aggregate dollar amount of such items so submitted and (B) shall be borne by Buyer in the proportion that the aggregate dollar amount of such disputed items so submitted that are successfully disputed by Seller (as finally determined by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect Independent Accounting Firm) bears to the matters described aboveaggregate dollar amount of all such items so submitted.

Review and Dispute Procedures. If the Seller disagrees in whole or in part with the Initial Calculation, then within thirty (i30) Sellers calendar days after its receipt of the Initial Calculation, the Seller shall notify the Purchaser of such disagreement in writing (the “Notice of Disagreement”), setting forth in reasonable detail the particulars of such disagreement. Any such Notice of Disagreement shall include a copy of the Initial Calculation, marked to indicate those specific line items that are in dispute (the “Disputed Line Items”), and shall be accompanied by the Seller’s calculation of each of the Disputed Line Items and the Seller’s revised calculation of the Base Purchase Price, the Closing Working Capital, the Closing Indebtedness, and/or the Transaction Fees, as applicable, and the resulting revised Closing Adjustment, it being understood that all items that are not Disputed Line Items shall be final, binding and conclusive for all purposes hereunder. In the event that the Seller does not provide a Notice of Disagreement within such thirty (30) calendar day period, the Seller shall be deemed to have accepted in full the right to review an Earn-Out Initial Calculation as prepared by the Purchaser, which shall be final, binding and conclusive on Purchaser and the Seller for all purposes hereunder. In the event that the Seller does provide a Notice of Disagreement within such thirty (30) calendar day period, all Disputed Line Items shall be resolved as provided below. The Purchaser and the Seller shall use all reasonable efforts for a period of 15 thirty (30) calendar days following the delivery of an Earn-Out Calculation by Buyer the Notice of Disagreement (the “Earn-Out Review Period”). Sellers shall have the right to object to any item or computation appearing such longer period as they may mutually agree in an Earn-Out Calculation by notifying Buyer in writing of Sellers’ specific objections (and the basis thereofwriting) prior to the expiration of the applicable Earn-Out Review Period. If Sellers do not deliver notice of any such objections prior to the expiration of the applicable Earn-Out Review Period, then the applicable Earn-Out Calculation, and all calculations made therein, shall be determinative for purposes of this Agreement and shall be final and binding. Any item or amount on an Earn-Out Calculation which is not objected to by Sellers in writing shall be deemed final, conclusive and binding upon the parties for all purposes. (ii) If Sellers object in writing to an Earn-Out Calculation prior to the expiration of the Earn-Out Review Period, Sellers and Buyer shall, during the 30 day period following delivery of Sellers’ objections, attempt in good faith to resolve the matters on a Earn-Out Calculation to which Sellers objectedany Disputed Line Items. In the event Sellers and Xxxxx cannot agree on such matters by If, at the end of such 30 thirty (30) calendar day periodperiod (or such longer period as mutually agreed to, either party if applicable), the Purchaser and the Seller are unable to resolve such Disputed Line Items, then BDO USA LLP or, failing BDO USA LLP’s willingness to so serve, such other independent certified public accounting firm of recognized national standing as may immediately engage be mutually selected in writing by the Neutral Purchaser and the Seller (the “Settlement Accountant”), shall resolve any remaining Disputed Line Items in the manner provided below. The Purchaser and the Seller will enter into reasonable and customary arrangements for the services to be rendered by the Settlement Accountant under this Section 4.1(b) and shall submit the Initial Calculation and the Notice of Disagreement to the Settlement Accountant. The Settlement Accountant shall (i) limit its review to the materials submitted; and (ii) issue a written report as to the resolution of each Disputed Line Item, which report shall be accompanied by a certification by the Settlement Accountant to resolve the remaining disputed itemseffect that the Settlement Accountant’s determination was reached in accordance with the definitions as provided in this Agreement. Buyer The Settlement Accountant shall choose one of the party’s positions with respect to each specific Disputed Line Item, based solely on the written submissions by the Purchaser and Sellers the Seller and not by independent review, and neither the Purchaser nor the Seller shall present have any ex parte conversations or meetings with the Settlement Accountant without the prior written consent of the Seller (in the case of the Purchaser) and the Purchaser (in the case of the Seller). The Purchaser and the Seller shall each furnish to the Settlement Accountant such work papers and other documents and information relating to their respective positions on calculations of the disputed items to Base Purchase Price, the Neutral Accountant in writingClosing Working Capital, the Closing Indebtedness, and/or the Transaction Fees, and the parties resulting revised Closing Adjustment, as set forth in the Initial Calculation or in the Notice of Disagreement, respectively, and shall require answer questions, as the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not resolved by the parties with respect to the Settlement Accountant may reasonably request. The determination of the Earn-Out CalculationSettlement Accountant shall be final, binding and conclusive on the parties hereto (absent manifest arithmetical error) and any party may seek to enforce such determinations in a court of competent jurisdiction. The Purchase Price set forth in the Initial Calculation, as adjusted following the resolution by of any Disputed Line Items set forth in the Neutral Accountant Notice of such matters Disagreement in accordance with this Section 4.1(b), shall be within referred to herein as the range of the amounts claimed by the parties final Purchase Price. The procedures set forth in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.06(c)(ii) 4.1 for resolving disputes regarding matters covered by this Section 4.1 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of sole and exclusive method for resolving any such disputed items by the Neutral Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described abovedisputes.

Review and Dispute Procedures. (i) Sellers shall have On or before February 15 of the right to review an Earn-Out Calculation for a period of 15 days year following the delivery applicable Calculation Period, the Buyer shall submit to the Seller in writing the proposed calculation of an Earn-Out the Actual Cash Royalty Revenue for such Calculation by Buyer Period (the “Earn-Out Review PeriodActual Cash Royalty Revenue Calculation”). Sellers shall have , together with supporting documentation reasonably necessary for the right to object to any item or computation appearing in an Earn-Out Calculation by notifying Buyer in writing Seller review of Sellers’ specific objections (and the basis thereof) prior to the expiration of the applicable Earn-Out Review Period. If Sellers do not deliver notice of any such objections prior to the expiration of the applicable Earn-Out Review Period, then the applicable Earn-Out proposed Actual Cash Royalty Revenue Calculation, and all calculations made therein, shall be determinative for purposes of this Agreement and shall be final and binding. Any item or amount on an Earn-Out Calculation which is not objected to by Sellers in writing shall be deemed final, conclusive and binding upon the parties for all purposes. (ii) If Sellers object in writing to an Earn-Out Calculation prior to The Seller shall have thirty (30) days following delivery by the expiration Buyer of the Earn-Out Review Periodproposed Actual Cash Royalty Revenue Calculation during which to notify the Buyer of any dispute of such proposed Actual Cash Royalty Revenue Calculation, Sellers which notice shall set forth in reasonable detail the basis for such dispute. If the Seller does not notify the Buyer of any dispute within such thirty (30) day period, the Actual Cash Royalty Revenue Calculation provided by the Buyer pursuant to Section 2.7(c)(i) above shall be deemed to be final and binding on the Buyer shalland the Seller. If the Seller does notify the Buyer of any dispute within such thirty (30) day period, during the 30 day period following delivery of Sellers’ objections, attempt Buyer and the Seller shall cooperate in good faith to resolve such dispute as promptly as practicable, and upon such resolution, Actual Cash Royalty Revenue shall be determined in accordance with the matters on a Earn-Out Calculation to which Sellers objectedmutual written agreement of the Buyer and the Seller. In If the event Sellers Buyer and Xxxxx cannot agree on such matters by the end of such 30 day period, either party may immediately engage the Neutral Accountant Seller are unable to resolve any dispute regarding such Actual Cash Royalty Revenue Calculation within fifteen (15) days (or such longer period as the remaining disputed items. Buyer and Sellers the Seller shall present their respective positions on the disputed items to the Neutral Accountant mutually agree in writing) of notice of a dispute, and the parties dispute shall require the Neutral Accountant, within 30 days thereafter, acting as an expert and not an arbitrator, to resolve only the matters objected to by Sellers and not be resolved by the parties with respect to Independent Accounting Firm. Such resolution shall be final and binding on the determination of Buyer and the Earn-Out CalculationSeller. The resolution by the Neutral Accountant Independent Accounting Firm shall use commercially reasonable efforts to complete its work within thirty (30) days of such matters shall be within the range of the amounts claimed by the parties in their written submissions to the Neutral Accountantits engagement. All of the fees The fees, costs and expenses of the Neutral Accountant in connection with any dispute under this Section 2.06(c)(iiIndependent Accounting Firm (A) shall be borne by the party whose positions (based on Buyer in the proportion that the aggregate dollar amountamount of all such disputed items so submitted that are unsuccessfully disputed by the Buyer (as finally determined by the Independent Accounting Firm) bears to the aggregate dollar amount of such items so submitted and (B) shall be borne by the Seller in the proportion that the aggregate dollar amount of such disputed items so submitted that are furthest from successfully disputed by the Buyer (as finally determined by the Independent Accounting Firm) bears to the aggregate dollar amount of all such items so submitted. Within ten (10) Business Days after the final determination of such disputed items Actual Cash Royalty Revenue for a given Calculation Period pursuant to this Section 2.7(c)(ii), the Buyer shall pay to the Seller, by wire transfer or delivery of immediately available funds, the amount of the Earn-Out Payment (if any) based on Actual Cash Royalty Revenue as so finally determined. Any Earn-Out Payment earned by and payable to the Seller under this Section 2.7 may be paid by the Neutral AccountantCompany on behalf of the Buyer. Each party Upon any such payment to the Seller the Buyer shall bear be fully released and discharged of any fees and expenses of its own accountants, attorneys and other representatives obligation with respect to the matters described abovepayment of such Earn-Out Payment.

Review and Dispute Procedures. (i) Sellers 3.2.4.1. Xxxxx shall have give Seller and other appropriate representatives of Seller such access during normal business hours to the right books, records and personnel of Xxxxx relating to review an ELFS Business as Seller shall reasonably request in order to evaluate the Earn-Out Calculation for a period Statements. 3.2.4.2. If Seller Representative objects to any of 15 days following the delivery of an Earn-Out Calculation by Buyer Statements, Seller Representative must deliver to Xxxxx a notice of objection (an “Objection Notice”) with respect to such within thirty (30) Business Days following Janel’s delivery of the Earn-Out Statements (the “Objection Period”). 3.2.4.3. If no Objection Notice is delivered to Xxxxx within such Objection Period or if Seller Representative delivers to Xxxxx a notice of acceptance of such calculations, the Earn-Out Review Period”). Sellers shall have the right to object to any item or computation appearing in an Earn-Out Calculation by notifying Buyer in writing of Sellers’ specific objections (and the basis thereof) prior to the expiration of the applicable Earn-Out Review Period. If Sellers do not deliver notice of any such objections prior to the expiration of the applicable Earn-Out Review Period, then the applicable Earn-Out Calculation, and all calculations made therein, shall be determinative for purposes of this Agreement and Statements shall be final and binding. Any item or amount on an , and any Earn-Out Calculation which is not objected to by Sellers in writing Payment shall be deemed final, conclusive and binding upon the parties for all purposespaid by Xxxxx to Seller in accordance with Section 3.2.3. (ii) 3.2.4.4. If Sellers object in writing to an Earn-Out Calculation prior to the expiration of the Earn-Out Review PeriodObjection Notice is timely given, Sellers Xxxxx and Buyer shall, during the 30 day period following delivery of Sellers’ objections, Seller Representative shall attempt in good faith to resolve the matters on a Earnobjection which must include an in-Out Calculation to which Sellers objected. In the event Sellers person meeting with Seller Representative and Xxxxx cannot agree representatives on such matters by hand to resolve the objection. If Xxxxx and Seller Representative are unable to reach agreement within twenty (20) Business Days after an Objection Notice has been given, the parties shall submit their final calculations of the items in dispute to an Independent Accountant as soon as practical following the end of such 30 day twenty (20) Business Days period, either party but in any event within forty-five (45) Business Days after the applicable Objection Notice has been received by Xxxxx (which time period may immediately engage be extended for an additional period by the Neutral Independent Accountant not to resolve exceed an additional forty-five (45) Business Days at the remaining disputed itemsrequest only of Seller Representative). Buyer and Sellers shall present their respective positions on the disputed items The Independent Accountant will be directed to the Neutral Accountant in writing, and the parties shall require the Neutral Accountantreview such final calculations and, within 30 fifteen (15) days thereafter, acting make a selection as an expert to which of the final calculations presented to it is, in the aggregate, more accurate and not an arbitrator, to resolve only provide a written report that sets forth the matters objected to by Sellers and not resolved by the parties with respect to the Independent Accountant’s determination of the Earn-Out CalculationStatements. The resolution of the dispute by the Neutral Independent Accountant of such matters will be final and binding on the parties hereto and any Earn-Out Payments shall be within the range of the amounts claimed paid by the parties Xxxxx to Seller in their written submissions to the Neutral Accountantaccordance with Section 3.2.3. All of the The fees and expenses of the Neutral Independent Accountant in connection with any dispute under this Section 2.06(c)(ii) shall be borne paid by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such disputed items proposed calculation is not selected by the Neutral Independent Accountant. Each party shall bear any fees and expenses of its own accountants, attorneys and other representatives with respect to the matters described above.