Common use of Review by Accountants Clause in Contracts

Review by Accountants. If a Seller Objection Notice is properly and timely delivered and Purchaser and Seller are unable to resolve any disagreement between them with respect to the determination of Closing Net Capital of the Company as of the Closing Date within thirty (30) calendar days after delivery of a Seller Objection Notice, Purchaser and Seller shall, within fifteen (15) calendar days after the end of such 30-day period, cause Ernst & Young LLP (or, if they are unable or unwilling to serve, a firm of accountants of nationally recognized standing reasonably satisfactory to Purchaser and Seller) (the “Accountants”), acting as experts and not as arbitrators, to promptly review the disputed items or amounts in the Closing Net Capital Statement and the calculation of Closing Net Capital for the purpose of resolving such dispute. In performing their review, the Accountants shall apply the Balance Sheet Principles and determine the accurate application of the Balance Sheet Principles to only those items or amounts in the Closing Net Capital Statement and the calculation of Closing Net Capital as to which Seller has, in the Seller Objection Notice, disagreed. The Accountants shall be required to deliver to Purchaser and Seller, as promptly as practicable, but no later than thirty (30) calendar days after the Accountants are engaged, a written report setting forth their resolution and, if applicable, their calculation of the disputed items or amounts and the final calculation of the Closing Net Capital as of the Closing Date. Purchaser and Seller shall promptly comply with all reasonable requests by the Accountants for information, books, records and similar items. Upon delivery of the Accountants’ report, such report and the calculation of Closing Net Capital set forth therein shall be final and binding upon Purchaser and Seller, and in connection with such Accountants’ report, no party shall seek recourse to the courts, other tribunals or venues pursuant to this Agreement or otherwise, other than to collect any amounts due under this Section 1.3. The cost of such review and report shall be split equally by Purchaser on the one hand and Seller on the other hand.

Review by Accountants. If a Seller Objection Notice is properly and timely delivered and delivered, Purchaser and Seller are unable shall use good faith efforts to resolve any disagreement between them their differences with respect to the determination of Closing Net Capital Seller Objection within 30 calendar days after Purchaser’s receipt of the Company as of Seller Objection Notice. If Purchaser and Seller resolve their differences with respect to the Closing Date Balance Sheet and/or the Closing Working Capital Statement within thirty (30) calendar days after delivery of a Seller Objection Notice, Purchaser and Seller shall, within fifteen (15) calendar days after the end of such 30-day period, cause Ernst & Young LLP (orthe Closing Date Balance Sheet and/or the Closing Working Capital Statement shall be modified as necessary to reflect such agreement and, if they are unable or unwilling to serveas so modified, a firm of accountants of nationally recognized standing reasonably satisfactory to shall be final and binding upon Purchaser and Seller) (. Any differences with respect to the “Accountants”), acting as experts Seller Objection not resolved by Purchaser and not as arbitrators, to promptly review the disputed items or amounts in the Closing Net Capital Statement and the calculation of Closing Net Capital Seller within such 30-day period shall be submitted for the purpose of resolving such dispute. In performing their reviewdispute to such nationally recognized public accounting firm as shall be mutually agreed between Purchaser and Seller and, if not so mutually agreed within 5 calendar days, shall be PricewaterhouseCoopers LLP (United States) (such public accounting firm, the “Accountants”); provided that if PricewaterhouseCoopers LLP (United States) would not qualify as an independent registered public accounting firm with respect to Purchaser and Seller at such time, then the Accountants shall apply be Ernst & Young LLP (United States). The Accountants shall be instructed to render their decision in accordance with the Balance Sheet Principles terms of this Agreement and determine GAAP (as modified in accordance with the accurate application of the Balance Sheet Principles to illustration set forth in Exhibit 1.4(a)) and shall consider only those items or amounts on the Closing Date Balance Sheet and/or in the Closing Net Working Capital Statement and the calculation of Closing Net Capital as to which Seller has, in the Seller Objection Notice, disagreed and such other issues as may reasonably be affected by the items as to which Seller has so disagreed. The Accountants shall be required to deliver to Purchaser and Seller, as promptly as practicable, but no later than thirty (30) 60 calendar days after the Accountants are engaged, a written report setting forth their resolution and, if applicable, their calculation of the disputed items or amounts and amounts. In no event shall the final calculation of Accountants’ determination result in Closing Working Capital that is greater than that set forth in the Seller Objection Notice or less than that set forth in the Closing Net Working Capital as of the Closing DateStatement. Purchaser and Seller The parties shall promptly comply with all reasonable requests by the Accountants for information, books, records and similar items. Upon delivery of the Accountants’ reportreport to Purchaser and Seller, such report and the calculation of Closing Net Capital calculations set forth therein shall be final and binding upon Purchaser and Seller, and in connection with such Accountants’ report, no party shall seek recourse to the courts, other tribunals or venues pursuant to this Agreement or otherwise, other than to collect any amounts due under this Section 1.3. The cost of fees and expenses relating to such review and report from the Accountants shall be split equally allocated between the parties in inverse proportion to the resolution of the disagreements by Purchaser on the one hand Accountants such that the party whose determination of Closing Working Capital as first submitted to the Accountants is closer to the Accountants’ determination of Closing Working Capital pays a smaller percentage of such fees and Seller on the other handexpenses.

Review by Accountants. If a Seller Objection Notice is properly and timely delivered and Purchaser the Purchaser, the Parent and the Seller are unable to resolve any disagreement between them with respect to the determination of Closing Net Capital of the Company as preparation of the Closing Date Balance Sheet and/or the determination of Closing Working Capital within thirty (30) calendar days after delivery of a Seller Objection Notice, Purchaser the Purchaser, the Parent and the Seller shall, within fifteen (15) calendar days after the end of such 30-day period, shall cause Ernst & Young PricewaterhouseCoopers LLP (or, if they are unable or unwilling to serve, a firm of independent accountants of nationally recognized standing reasonably satisfactory to Purchaser the Purchaser, on the one hand and the Parent and the Seller, on the other hand) (the “Accountants”), acting as experts and not as arbitrators, to promptly review this Agreement and the disputed items or amounts in the Closing Net Date Balance Sheet and/or the Closing Working Capital Statement and the calculation of Closing Net Capital for the purpose of resolving such dispute. In performing their review, the The Accountants shall apply the Balance Sheet Principles and determine the accurate application of the Balance Sheet Principles to consider only those items or amounts in the Closing Net Date Balance Sheet and/or the Closing Working Capital Statement and the calculation of Closing Net Capital as to which the Seller has, in the Seller Objection Notice, disagreed and such other issues as may reasonably be affected by the items as to which the Seller has so disagreed. The Accountants shall be required to deliver to Purchaser the Purchaser, the Parent and the Seller, as promptly as practicable, but no later than thirty sixty (3060) calendar days after the Accountants are engaged, a written report setting forth their resolution and, if applicable, their calculation of the disputed items or amounts. If the disputed items and amounts and relate to the final calculation determination of Closing Working Capital, in no event shall the Accountants’ determination result in Closing Working Capital that is greater than that set forth in the Seller Objection Notice or less than that set forth in the Closing Net Working Capital as of the Closing DateStatement. Purchaser and Seller The parties shall promptly comply with all reasonable requests by the Accountants for information, books, records and similar items. Upon delivery of the Accountants’ report, such report and the calculation of Closing Net Capital calculations set forth therein shall be final and binding upon Purchaser the Purchaser, the Parent and Seller, and in connection with such Accountants’ report, no party shall seek recourse to the courts, other tribunals or venues pursuant to this Agreement or otherwise, other than to collect any amounts due under this Section 1.3Seller absent manifest error. The cost of such review and report shall be split equally allocated between the parties in the same proportion that the aggregate amount of the disputed items submitted to the Accountants that is unsuccessfully disputed by Purchaser on such party (as finally determined by the one hand and Seller on Accountants) bears to the other handtotal amount of the disputed items so submitted.

Review by Accountants. If the Seller Representative disagrees with any Proration Items or other adjustments or calculations on any Adjusted Initial Closing Statement or any Adjusted Deferred Closing Statement (each, an “Adjusted Closing Statement”), it shall provide a Seller Objection Notice is properly and timely delivered and notice to the Purchaser and Seller are unable to resolve any disagreement between them Parties within sixty (60) days after its receipt of such Adjusted Closing Statement with respect to Purchased Interests and Transferred Properties, and fifteen (15) days with respect to Purchased Commercial Loans, setting forth the determination items with which it disagrees with reasonable detailed support in respect of Closing Net Capital of such disagreement (the Company as of “Seller Objection Notice”). If the Closing Date Parties are, after using their respective good faith efforts, unable to reach agreement on all such items within thirty (30) calendar days, with respect to Purchased Interests and Transferred Properties, and fifteen (15) days after delivery with respect to Purchased Commercial Loans, following the receipt by the Seller Parties of a Seller Objection Notice, the Purchaser Representative and the Seller Parties shall, within fifteen (15) calendar days after the end of such thirty (30-) day period, cause Ernst & Young LLP (or, if they are unable or unwilling to serve, a firm of accountants of nationally recognized standing reasonably satisfactory to the Purchaser Representative and Seller) the Seller Parties (the “Accountants”), acting as experts and not as arbitrators, ) to promptly review this Agreement and the disputed line items or amounts in the such Adjusted Closing Net Capital Statement and the calculation of Closing Net Capital for the purpose of resolving such dispute. In performing their review, the Accountants shall (A) apply only the Balance Sheet Principles and provisions of this Section 1.4, (B) determine the accurate application of the Balance Sheet Principles such provisions to only those line items or amounts in the applicable Adjusted Closing Net Capital Statement and the calculation of Closing Net Capital as to which the Seller hasParties have disagreed and which the Purchaser Representative and the Seller Parties have been subsequently unable to reach agreement, and (C) limit their determination of the appropriate amount of each of the line items in the applicable Seller Objection Notice, disagreedand shall make a final determination in writing, binding on the Parties, of the appropriate amount with respect to each such line item by selecting in its entirety either the position initially submitted to the Accountants by the Purchaser Parties’ or the position initially submitted to the Accountants by the Seller Parties pursuant to this Section 1.4(i)(iii) that the Accountants believe is, or is closest to, the most accurate calculation with respect to such disputed line item. The Accountants shall adopt in its entirety the position of the Seller Parties or the Purchaser Representative on each disputed line item and shall not choose any other figure for any such disputed line item but, for the avoidance of doubt, may adopt one Party’s position on some disputed line items and the other Party’s position on other disputed line items. The Accountants shall be required to deliver to the Purchaser Representative and Sellerthe Seller Parties, as promptly as practicable, but no later than thirty (30) calendar days after the Accountants are engaged, a written report setting forth their resolution and, if applicable, their calculation of the disputed items or amounts line items. The Purchaser Representative and the final calculation of the Closing Net Capital as of the Closing Date. Purchaser and Seller Parties shall promptly comply with all reasonable requests by the Accountants for information, books, records and similar items. Upon delivery of If the Accountants determine that (x) the disputed line items result in a net loss for the Seller Parties, the Seller Parties shall be responsible for the Accountants’ reportfees and expenses, such report or (y) the disputed line items result in a net loss for the Purchaser Parties, the Purchaser Parties shall be responsible for the Accountants’ fees and expenses. In the event the Purchaser Representative and the calculation Seller Parties are unable to agree on Accountants within fifteen (15) days after receipt by Purchaser Parties of Closing Net Capital set forth therein a Seller Objection Notice (the “Resolution Period”), then each of the Purchaser Representative and the Seller Parties shall be final and binding upon Purchaser and Seller, and in connection with such Accountants’ report, no party shall seek recourse select an accountant on or prior to the courts, other tribunals or venues pursuant to this Agreement or otherwise, other than to collect any amounts due under this Section 1.3. The cost fifteenth day after the receipt by the Purchaser Parties of the Seller Objection Notice and such review and report accountants shall be split equally by Purchaser on select the one hand and Seller on Accountant within five (5) Business Days of the other handlast day of the Resolution Period.

Review by Accountants. If a Seller Objection Notice is properly and timely delivered and Purchaser and Seller are unable to resolve any disagreement between them with respect to the determination of Closing Net Capital of the Company as of the Closing Date Assets within thirty (30) calendar days after delivery of a Seller Objection Notice, Purchaser and Seller shall, within fifteen (15) calendar days after the end of such 30-day period, cause Ernst Deloitte & Young Touche LLP (or, if they are unable or unwilling to serve, a firm of accountants of nationally recognized standing reasonably satisfactory to Purchaser and Seller) (the “Accountants”), acting as experts and not as arbitrators, ) to promptly review this Agreement and the disputed items or amounts in the Closing Net Capital Assets Statement and the calculation of Closing Net Capital for the purpose of resolving such dispute. In performing their review, the Accountants shall apply the Balance Sheet Principles and determine the accurate application of the Balance Sheet Principles to only those items or amounts in the Closing Net Capital Assets Statement and the calculation of Closing Net Capital as to which Seller has, in the Seller Objection Notice, disagreed and such other issues as may reasonably be affected by the items to which Seller has so disagreed. The Accountants shall be required to deliver to Purchaser and Seller, as promptly as practicable, but no later than thirty (30) calendar days after the Accountants are engaged, a written report setting forth their resolution and, if applicable, their calculation of the disputed items or amounts and amounts. In no event shall the final calculation of Accountants’ determination result in Closing Net Assets that is greater than that set forth in the Seller Objection Notice or less than that set forth in the Closing Net Capital as of the Closing DateAssets Statement. Purchaser and Seller shall promptly comply with all reasonable requests by the Accountants for information, books, records and similar items. Upon delivery of the Accountants’ report, such report and the calculation of Closing Net Capital calculations set forth therein shall be final and binding upon Purchaser and SellerSeller absent manifest error, and in connection with such Accountants’ report, no party shall seek recourse to the courts, other tribunals or venues pursuant to this Agreement or otherwise, other than to collect any amounts due under this Section 1.31.7 or to resolve disputes regarding manifest error in such Accountants’ report. The cost of such review and report shall be split equally by Purchaser on the one hand and Seller on the other hand.

Review by Accountants. If Purchaser disagrees with any Proration Items or other adjustments or calculations on the Adjusted Initial Closing Statement or Adjusted Deferred Closing Statement (each, an “Adjusted Closing Statement”), it shall provide a notice to the Seller Parties within sixty (60) days after Purchaser’s receipt of such Adjusted Closing Statement setting forth the items with which it disagrees with reasonable detailed support in respect of such disagreement (the “Purchaser Objection Notice is properly and timely delivered and Purchaser and Seller are Notice”). If the Parties are, after using their respective good faith efforts, unable to resolve any disagreement between them with respect to the determination of Closing Net Capital of the Company as of the Closing Date reach agreement on all such items within thirty (30) calendar days after delivery following the receipt by the Seller Parties of a Seller Purchaser Objection Notice, Purchaser and the Seller Parties shall, within fifteen (15) calendar days after the end of such thirty (30-) day period, cause Ernst & Young LLP (or, if they are unable or unwilling to serve, a firm of accountants of nationally recognized standing reasonably satisfactory to Purchaser and Sellerthe Seller Parties) (the “Accountants”), acting as experts and not as arbitrators, ) to promptly review this Agreement and the disputed line items or amounts in the such Adjusted Closing Net Capital Statement and the calculation of Closing Net Capital for the purpose of resolving such dispute. In performing their review, the Accountants shall (A) apply only the Balance Sheet Principles and provisions of this Section 1.4, (B) determine the accurate application of the Balance Sheet Principles such provisions to only those line items or amounts in the applicable Adjusted Closing Net Capital Statement and the calculation of Closing Net Capital as to which Purchaser has disagreed and which Purchaser and the Seller hasParties have been subsequently unable to reach agreement, and (C) limit their determination of the appropriate amount of each of the line items in the Seller applicable Purchaser Objection Notice, disagreedand shall make a final determination in writing, binding on the Parties, of the appropriate amount with respect to each such line item by selecting in its entirety either the position initially submitted to the Accountants by the Seller Parties’ or the position initially submitted to the Accountants by Purchaser pursuant to this Section 1.4(f)(iii) that the Accountants believe is, or is closest to, the most accurate calculation with respect to such disputed line item. The Accountants shall adopt in its entirety the position of the Seller Parties’ or Purchaser on each disputed line item and shall not choose any other figure for any such disputed line item but, for the avoidance of doubt, may adopt one Party’s position on some disputed line items and the other Party’s position on other disputed line items. The Accountants shall be required to deliver to Purchaser and Sellerthe Seller Parties, as promptly as practicable, but no later than thirty (30) calendar days after the Accountants are engaged, a written report setting forth their resolution and, if applicable, their calculation of the disputed items or amounts and the final calculation of the Closing Net Capital as of the Closing Dateline items. Purchaser and the Seller Parties shall promptly comply with all reasonable requests by the Accountants for information, books, records and similar items. Upon delivery of If the Accountants determine that (i) the disputed line items result in a net loss for the Seller Parties, the Seller Parties shall be responsible for the Accountants’ reportfees and expenses, such report and or (ii) the calculation of Closing Net Capital set forth therein disputed line items result in a net loss for Purchaser, Purchaser shall be final and binding upon Purchaser and Seller, and in connection with such responsible for the Accountants’ report, no party shall seek recourse to the courts, other tribunals or venues pursuant to this Agreement or otherwise, other than to collect any amounts due under this Section 1.3. The cost of such review fees and report shall be split equally by Purchaser on the one hand and Seller on the other handexpenses.

Review by Accountants. If the Seller Representative disagrees with any Proration Items or other adjustments or calculations on any Adjusted Initial Closing Statement or any -- \\DC - 088650/000238 - 6521921 v16 Adjusted Deferred Closing Statement (each, an "Adjusted Closing Statement"), it shall provide a Seller Objection Notice is properly and timely delivered and notice to the Purchaser and Seller are unable to resolve any disagreement between them Parties within sixty (60) days after its receipt of such Adjusted Closing Statement with respect to Purchased Interests and Transferred Properties, and fifteen (15) days with respect to Purchased Commercial Loans, setting forth the determination items with which it disagrees with reasonable detailed support in respect of Closing Net Capital of such disagreement (the Company as of "Seller Objection Notice"). If the Closing Date Parties are, after using their respective good faith efforts, unable to reach agreement on all such items within thirty (30) calendar days, with respect to Purchased Interests and Transferred Properties, and fifteen (15) days after delivery with respect to Purchased Commercial Loans, following the receipt by the Seller Parties of a Seller Objection Notice, the Purchaser Representative and the Seller Parties shall, within fifteen (15) calendar days after the end of such thirty (30-) day period, cause Ernst & Young LLP (or, if they are unable or unwilling to serve, a firm of accountants of nationally recognized standing reasonably satisfactory to the Purchaser Representative and Seller) the Seller Parties (the “"Accountants”), acting as experts and not as arbitrators, ") to promptly review this Agreement and the disputed line items or amounts in the such Adjusted Closing Net Capital Statement and the calculation of Closing Net Capital for the purpose of resolving such dispute. In performing their review, the Accountants shall (A) apply only the Balance Sheet Principles and provisions of this Section 1.4, (B) determine the accurate application of the Balance Sheet Principles such provisions to only those line items or amounts in the applicable Adjusted Closing Net Capital Statement and the calculation of Closing Net Capital as to which the Seller hasParties have disagreed and which the Purchaser Representative and the Seller Parties have been subsequently unable to reach agreement, and (C) limit their determination of the appropriate amount of each of the line items in the applicable Seller Objection Notice, disagreedand shall make a final determination in writing, binding on the Parties, of the appropriate amount with respect to each such line item by selecting in its entirety either the position initially submitted to the Accountants by the Purchaser Parties' or the position initially submitted to the Accountants by the Seller Parties pursuant to this Section 1.4(i)(iii) that the Accountants believe is, or is closest to, the most accurate calculation with respect to such disputed line item. The Accountants shall adopt in its entirety the position of the Seller Parties or the Purchaser Representative on each disputed line item and shall not choose any other figure for any such disputed line item but, for the avoidance of doubt, may adopt one Party's position on some disputed line items and the other Party's position on other disputed line items. The Accountants shall be required to deliver to the Purchaser Representative and Sellerthe Seller Parties, as promptly as practicable, but no later than thirty (30) calendar days after the Accountants are engaged, a written report setting forth their resolution and, if applicable, their calculation of the disputed items or amounts line items. The Purchaser Representative and the final calculation of the Closing Net Capital as of the Closing Date. Purchaser and Seller Parties shall promptly comply with all reasonable requests by the Accountants for information, books, records and similar items. Upon delivery If the Accountants determine that (x) the disputed line items result in a net loss for the Seller Parties, the Seller Parties shall be responsible for the Accountants' fees and expenses, or (y) the disputed line items result in a net loss for the Purchaser Parties, the Purchaser Parties shall be responsible for the Accountants' fees and expenses. In the event the Purchaser Representative and the Seller Parties are unable to agree on Accountants within fifteen (15) days after receipt by Purchaser Parties of a Seller Objection Notice (the "Resolution Period"), then each of the Accountants’ report, such report Purchaser Representative and the calculation of Closing Net Capital set forth therein Seller Parties shall be final and binding upon Purchaser and Seller, and in connection with such Accountants’ report, no party shall seek recourse select an accountant on or prior to the courts, other tribunals or venues pursuant to this Agreement or otherwise, other than to collect any amounts due under this Section 1.3. The cost fifteenth day after the receipt by the Purchaser Parties of the Seller Objection Notice and such review and report accountants shall be split equally by Purchaser on select the one hand and Seller on Accountant within five (5) Business Days of the other handlast day of the Resolution Period.

Review by Accountants. If Interest Seller disagrees with any Proration Items, Adjustment Items or other adjustments or calculations on the Adjusted Closing Statement, it shall provide a notice to Interest Purchaser within sixty (60) days after Interest Seller’s receipt of the Adjusted Closing Statement setting forth the items with which it disagrees with reasonable detailed support in respect of such disagreement (the “Seller Objection Notice is properly and timely delivered and Purchaser and Seller are Notice”). If the Parties are, after using their respective good faith efforts, unable to resolve any disagreement between them with respect to the determination of Closing Net Capital of the Company as of the Closing Date reach agreement on all such items within thirty (30) calendar days after delivery following the receipt by Interest Purchaser of a Seller Objection Notice, Interest Purchaser and Interest Seller shall, within fifteen (15) calendar days after the end of such thirty (30-) day period, cause Ernst & Young PricewaterhouseCoopers LLP (or, if they are unable or unwilling to serve, a firm of accountants of nationally recognized standing reasonably satisfactory to Interest Purchaser and Interest Seller) (the “Accountants”), acting as experts and not as arbitrators, ) to promptly review this Agreement and the disputed line items or amounts in the Adjusted Closing Net Capital Statement and the calculation of Closing Net Capital for the purpose of resolving such dispute. In performing their review, the Accountants shall (A) apply only the Balance Sheet Principles calculations set forth in Exhibit I and the provisions of this Section 1.4, (B) determine the accurate application of the Balance Sheet Principles such provisions to only those line items or amounts in the Adjusted Closing Net Capital Statement and the calculation of Closing Net Capital as to which Interest Seller hashas disagreed and which Interest Purchaser and Interest Seller have been subsequently unable to reach agreement, and (C) limit their determination of the appropriate amount of each of the line items in the applicable Seller Objection Notice, disagreedand shall make a final determination in writing, binding on the Parties, of the appropriate amount with respect to each such line item by selecting either the position initially submitted to the Accountants by Interest Purchaser or the position initially submitted to the Accountants by Interest Seller pursuant to this Section 1.4(f)(iii) or an amount in between such amounts, that the Accountants believe is the most accurate calculation with respect to such disputed line item. The Accountants shall be required to deliver to Interest Purchaser and Interest Seller, as promptly as practicable, but no later than thirty (30) calendar days after the Accountants are engaged, a written report setting forth their resolution and, if applicable, their calculation of the disputed items or amounts and the final calculation of the Closing Net Capital as of the Closing Dateline items. Interest Purchaser and Interest Seller shall promptly comply with all reasonable requests by the Accountants for information, books, records and similar items. Upon delivery Interest Seller and Interest Purchaser shall each pay fifty percent (50%) of the Accountants’ report, such report fees and the calculation of Closing Net Capital set forth therein shall be final and binding upon Purchaser and Seller, and in connection with such Accountants’ report, no party shall seek recourse to the courts, other tribunals or venues pursuant to this Agreement or otherwise, other than to collect any amounts due under this Section 1.3. The cost of such review and report shall be split equally by Purchaser on the one hand and Seller on the other handexpenses.

Review by Accountants. If Purchaser disagrees with any Proration Items or other adjustments or calculations on an Adjusted Closing Statement, it shall provide a notice to the Seller Parties within sixty (60) days after Purchaser’s receipt of such Adjusted Closing Statement setting forth the items with which it disagrees with reasonable detailed support in respect of such disagreement (each, a “Purchaser Objection Notice is properly and timely delivered and Purchaser and Seller are Notice”). If the Parties are, after using their respective good faith efforts, unable to resolve any disagreement between them with respect to the determination of Closing Net Capital of the Company as of the Closing Date reach agreement on all such items within thirty (30) calendar days after delivery following the receipt by the Seller Parties of a Seller Purchaser Objection Notice, Purchaser and the Seller Parties shall, within fifteen (15) calendar days after the end of such thirty (30-) day period, cause Ernst & Young LLP (or, if they are unable or unwilling to serve, a firm of accountants of nationally recognized standing reasonably satisfactory to Purchaser and Sellerthe Seller Parties) (the “Accountants”), acting as experts and not as arbitrators, ) to promptly review this Agreement and the disputed line items or amounts in the such Adjusted Closing Net Capital Statement and the calculation of Closing Net Capital for the purpose of resolving such dispute. In performing their review, the Accountants shall (A) apply only the Balance Sheet Principles and provisions of this Section 1.5, (B) determine the accurate application of the Balance Sheet Principles such provisions to only those line items or amounts in the applicable Adjusted Closing Net Capital Statement and the calculation of Closing Net Capital as to which Purchaser has disagreed and as to which Purchaser and the Seller hasParties have been subsequently unable to reach agreement, and (C) limit their determination of the appropriate amount of each of the line items in the Seller applicable Purchaser Objection Notice, disagreedand shall make a final determination in writing, binding on the Parties, of the appropriate amount with respect to each such line item by selecting in its entirety either the position initially submitted to the Accountants by the Seller Parties’ or the position initially submitted to the Accountants by Purchaser pursuant to this Section 1.5(g)(iii) that the Accountants believe is, or is closest to, the most accurate calculation with respect to such disputed line item. The Accountants shall adopt in its entirety the position of the Seller Parties or Purchaser on each disputed line item and shall not choose any other figure for any such disputed line item but, for the avoidance of doubt, may adopt one Party’s position on some disputed line items and the other Party’s position on other disputed line items. The Accountants shall be required to deliver to Purchaser and Sellerthe Seller Parties, as promptly as practicable, but no later than thirty (30) calendar days after the Accountants are engaged, a written report setting forth their resolution and, if applicable, their calculation of the disputed items or amounts and the final calculation of the Closing Net Capital as of the Closing Dateline items. Purchaser and the Seller Parties shall promptly comply with all reasonable requests by the Accountants for information, books, records and similar items. Upon delivery of If the Accountants determine that (x) the disputed line items result in a net loss for the Seller Parties, the Seller Parties shall be responsible for the Accountants’ reportfees and expenses, such report and or (y) the calculation of Closing Net Capital set forth therein disputed line items result in a net loss for Purchaser, Purchaser shall be final and binding upon Purchaser and Seller, and in connection with such responsible for the Accountants’ report, no party shall seek recourse to the courts, other tribunals or venues pursuant to this Agreement or otherwise, other than to collect any amounts due under this Section 1.3. The cost of such review fees and report shall be split equally by Purchaser on the one hand and Seller on the other handexpenses.

Review by Accountants. If a Seller an Objection Notice is properly and timely delivered and --------------------- delivered, the Purchaser and the Seller shall negotiate in good faith to resolve all disagreements as promptly as practicable. If the Purchaser and the Seller are unable to resolve any disagreement between them with respect to the determination of Closing Net Capital of the Company as of the Closing Date all disagreements within thirty (30) calendar 30 days after delivery by the Purchaser of a Seller an Objection Notice, the Purchaser and the Seller shall, within fifteen (15) calendar days after the end of such 30-day period, shall cause Ernst & Young Xxxxxx Xxxxxxxx LLP (or, if they are unable or unwilling to serve, a firm of independent accountants of nationally recognized standing reasonably satisfactory to the Purchaser and Sellerthe Seller (which shall not have any material relationship with the Purchaser or the Seller or any of their respective Affiliates (as defined in Section 8.3(a)(ii))) (the “"Accountants”), acting as experts and not as arbitrators, ") to promptly review this Agreement and the disputed items or amounts in the Closing Date Balance Sheets and Net Capital Statement and the calculation of Closing Net Capital Book Value Statements for the purpose of resolving such disputecalculating the Closing Date SAP Net Book Value and the Closing Date GAAP Net Book Value. In performing their reviewmaking such calculation, the Accountants shall apply the Balance Sheet Principles and determine the accurate application of the Balance Sheet Principles to consider only those items or amounts in the Closing such Balance Sheets and such Net Capital Statement and the calculation of Closing Net Capital Book Value Statements as to which Seller the Purchaser has, in the Seller Objection Notice, disagreed and such other issues as may reasonably be affected by the items as to which the Purchaser has so disagreed. The Accountants shall be required to deliver to the Purchaser and the Seller, as promptly as reasonably practicable, but no later than thirty (30) 90 calendar days after the Accountants are engaged, a written report setting forth their resolution and, if applicable, their calculation of the disputed items or amounts and the final calculation of the Closing Date SAP Net Capital as of the Book Value and Closing Date. Purchaser and Seller shall promptly comply with all reasonable requests by the Accountants for information, books, records and similar itemsDate GAAP Net Book Value. Upon delivery of the Accountants’ reportsuch delivery, such report and the calculation of Closing Net Capital calculations set forth therein shall be final and binding upon Purchaser the Purchaser, the Parent and the Seller, and in connection with such Accountants’ report, no party shall seek recourse to the courts, other tribunals or venues pursuant to this Agreement or otherwise, other than to collect any amounts due under this Section 1.3. The cost of such review and report shall be split equally paid by (i) the Purchaser on if such review and report results in a net decrease in Closing Date SAP Net Book Value and Closing Date GAAP Net Book Value of less than 2.5% or a net increase in Closing Date SAP Net Book Value and Closing Date GAAP Net Book Value, (ii) the one hand Seller if such review and report results in a net decrease in Closing Date SAP Net Book Value and Closing Date GAAP Net Book Value of more than 5.0%, and (iii) 50% by the Seller on and 50% by the other handPurchaser if such review and report results in a net decrease in Closing Date SAP Net Book Value and Closing Date GAAP Net Book Value between 2.5% and 5.0%.

Review by Accountants. If a Seller Objection Notice is properly and timely delivered and Purchaser the Purchaser, the Parent and the Seller are unable to resolve any disagreement between them with respect to the determination of Closing Net Capital of the Company as preparation of the Closing Date Balance Sheet and/or the determination of Closing Working Capital within thirty (30) calendar days after delivery of a Seller Objection Notice, Purchaser the Purchaser, the Parent and the Seller shall, within fifteen (15) calendar days after the end of such 30-day period, shall cause Ernst & Young PricewaterhouseCoopers LLP (or, if they are unable or unwilling to serve, a firm of independent accountants of nationally recognized standing reasonably satisfactory to Purchaser the Purchaser, on the one hand and the Parent and the Seller, on the other hand) (the “Accountants”"ACCOUNTANTS"), acting as experts and not as arbitrators, to promptly review this Agreement and the disputed items or amounts in the Closing Net Date Balance Sheet and/or the Closing Working Capital Statement and the calculation of Closing Net Capital for the purpose of resolving such dispute. In performing their review, the The Accountants shall apply the Balance Sheet Principles and determine the accurate application of the Balance Sheet Principles to consider only those items or amounts in the Closing Net Date Balance Sheet and/or the Closing Working Capital Statement and the calculation of Closing Net Capital as to which the Seller has, in the Seller Objection Notice, disagreed and such other issues as may reasonably be affected by the items as to which the Seller has so disagreed. The Accountants shall be required to deliver to Purchaser the Purchaser, the Parent and the Seller, as promptly as practicable, but no later than thirty sixty (3060) calendar days after the Accountants are engaged, a written report setting forth their resolution and, if applicable, their calculation of the disputed items or amounts. If the disputed items and amounts and relate to the final calculation determination of Closing Working Capital, in no event shall the Accountants' determination result in Closing Working Capital that is greater than that set forth in the Seller Objection Notice or less than that set forth in the Closing Net Working Capital as of the Closing DateStatement. Purchaser and Seller The parties shall promptly comply with all reasonable requests by the Accountants for information, books, records and similar items. Upon delivery of the Accountants’ ' report, such report and the calculation of Closing Net Capital calculations set forth therein shall be final and binding upon Purchaser the Purchaser, the Parent and Seller, and in connection with such Accountants’ report, no party shall seek recourse to the courts, other tribunals or venues pursuant to this Agreement or otherwise, other than to collect any amounts due under this Section 1.3Seller absent manifest error. The cost of such review and report shall be split equally allocated between the parties in the same proportion that the aggregate amount of the disputed items submitted to the Accountants that is unsuccessfully disputed by Purchaser on such party (as finally determined by the one hand and Seller on Accountants) bears to the other handtotal amount of the disputed items so submitted.