Common use of Review by Accountants Clause in Contracts

Review by Accountants. If a Seller Objection Notice is properly and timely delivered, Purchaser and Seller shall use good faith efforts to resolve their differences with respect to the Seller Objection within 30 calendar days after Purchaser’s receipt of the 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 such 30-day period, the Closing Date Balance Sheet and/or the Closing Working Capital Statement shall be modified as necessary to reflect such agreement and, as so modified, shall be final and binding upon Purchaser and Seller. Any differences with respect to the Seller Objection not resolved by Purchaser and Seller within such 30-day period shall be submitted for the purpose of resolving such dispute 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 be Ernst & Young LLP (United States). The Accountants shall be instructed to render their decision in accordance with the terms of this Agreement and GAAP (as modified in accordance with the 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 Working Capital Statement 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 deliver to Purchaser and Seller, as promptly as practicable, but no later than 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. 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 Working Capital Statement. 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 to Purchaser and Seller, such report and the calculations set forth therein shall be final and binding upon Purchaser and Seller. The fees and expenses relating to such review and report from the Accountants shall be allocated between the parties in inverse proportion to the resolution of the disagreements by the 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 expenses.

Review by Accountants. If a Seller Objection Notice is properly and timely delivereddelivered 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 use good faith efforts to resolve their differences with respect to the Seller Objection shall, within 30 fifteen (15) calendar days after Purchaser’s receipt the end of the 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 such 30-day period, the Closing Date Balance Sheet and/or the Closing Working Capital Statement shall be modified as necessary cause Ernst & Young LLP (or, if they are unable or unwilling to reflect such agreement andserve, as so modified, shall be final and binding upon a firm of accountants of nationally recognized standing reasonably satisfactory to Purchaser and Seller. Any differences with respect ) (the “Accountants”), acting as experts and not as arbitrators, to promptly review the Seller Objection not resolved by Purchaser disputed items or amounts in the Closing Net Capital Statement and Seller within such 30-day period shall be submitted the calculation of Closing Net Capital for the purpose of resolving such dispute to such nationally recognized public accounting firm as shall be mutually agreed between Purchaser and Seller anddispute. In performing their review, 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 be Ernst & Young LLP (United States). The Accountants shall be instructed apply the Balance Sheet Principles and determine the accurate application of the Balance Sheet Principles to render their decision in accordance with the terms of this Agreement and GAAP (as modified in accordance with the 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 Working Net 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 60 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. In no event shall amounts and 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 final calculation of the Closing Working Net Capital Statementas of the Closing Date. The parties 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 to Purchaser and Sellerreport, such report and the calculations 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 fees and expenses relating to cost of such review and report from the Accountants shall be allocated between split equally by Purchaser on the parties in inverse proportion to one hand and Seller on the resolution of the disagreements by the 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 expensesother hand.

Review by Accountants. If a Seller Objection Notice is properly and timely delivereddelivered and Purchaser and Seller are unable to resolve any disagreement between them with respect to the determination of Closing Net Assets within thirty (30) calendar days after delivery of a Seller Objection Notice, Purchaser and Seller shall use good faith efforts to resolve their differences with respect to the Seller Objection shall, within 30 fifteen (15) calendar days after Purchaser’s receipt the end of the 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 such 30-day period, the Closing Date Balance Sheet and/or the Closing Working Capital Statement shall be modified as necessary cause Deloitte & Touche LLP (or, if they are unable or unwilling to reflect such agreement andserve, as so modified, shall be final and binding upon a firm of accountants of nationally recognized standing reasonably satisfactory to Purchaser and Seller. Any differences with respect ) (the “Accountants”) to promptly review this Agreement and the Seller Objection not resolved by Purchaser and Seller within such 30-day period shall be submitted disputed items or amounts in the Closing Net Assets Statement for the purpose of resolving such dispute to such nationally recognized public accounting firm as shall be mutually agreed between Purchaser and Seller anddispute. In performing their review, 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 be Ernst & Young LLP (United States). The Accountants shall be instructed apply the Balance Sheet Principles and determine the accurate application of the Balance Sheet Principles to render their decision in accordance with the terms of this Agreement and GAAP (as modified in accordance with the 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 Working Capital Net Assets Statement 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 60 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. In no event shall the Accountants’ determination result in Closing Working Capital Net Assets that is greater than that set forth in the Seller Objection Notice or less than that set forth in the Closing Working Capital Net Assets Statement. The parties 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 to Purchaser and Sellerreport, such report and the 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 1.7 or to resolve disputes regarding manifest error in such Accountants’ report. The fees and expenses relating to cost of such review and report from the Accountants shall be allocated between split equally by Purchaser on the parties in inverse proportion to one hand and Seller on the resolution of the disagreements by the 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 expensesother hand.

Review by Accountants. If Purchaser disagrees with any Proration Items or other adjustments or calculations on an Adjusted Closing Statement, it shall provide a Seller Objection Notice is properly and timely delivered, Purchaser and Seller shall use good faith efforts to resolve their differences with respect notice to the Seller Objection Parties within 30 calendar 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”). If the Parties are, after using their respective good faith efforts, unable to reach agreement on all such items within thirty (30) calendar days following the receipt by the Seller Parties of a Purchaser Objection Notice. If , Purchaser and the Seller resolve their differences with respect to Parties shall, within fifteen (15) calendar days after the Closing Date Balance Sheet and/or the Closing Working Capital Statement within end of such thirty (30-) day period, the Closing Date Balance Sheet and/or the Closing Working Capital Statement shall be modified as necessary cause Ernst & Young LLP (or, if they are unable or unwilling to reflect such agreement andserve, as so modified, shall be final and binding upon a firm of accountants of nationally recognized standing reasonably satisfactory to Purchaser and Seller. Any differences with respect to the Seller Objection not resolved by Purchaser Parties) (the “Accountants”) to promptly review this Agreement and Seller within the disputed line items in such 30-day period shall be submitted Adjusted Closing Statement for the purpose of resolving such dispute dispute. In performing their review, the Accountants shall (A) apply only the provisions of this Section 1.5, (B) determine the accurate application of such provisions to such nationally recognized public accounting firm only those line items in the applicable Adjusted Closing Statement as shall be mutually agreed between to which Purchaser has disagreed and as to which Purchaser and the Seller andParties have been subsequently unable to reach agreement, if not so mutually agreed within 5 calendar daysand (C) limit their determination of the appropriate amount of each of the line items in the applicable Purchaser Objection Notice, and shall be PricewaterhouseCoopers LLP (United States) (such public accounting firmmake a final determination in writing, binding on the “Accountants”); provided that if PricewaterhouseCoopers LLP (United States) would not qualify as an independent registered public accounting firm Parties, of the appropriate amount with respect to Purchaser and Seller at each such time, then 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 be Ernst & Young LLP (United States)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 instructed required to render their decision in accordance with the terms of this Agreement and GAAP (as modified in accordance with the 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 Working Capital Statement 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 deliver to Purchaser and Sellerthe Seller Parties, as promptly as practicable, but no later than 60 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 amountsline items. In no event shall the Accountants’ determination result in Closing Working Capital that is greater than that set forth in Purchaser and the Seller Objection Notice or less than that set forth in the Closing Working Capital Statement. The parties 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’ report to fees and expenses, or (y) the disputed line items result in a net loss for Purchaser, Purchaser and Seller, such report and the calculations set forth therein shall be final and binding upon Purchaser and Seller. The fees and expenses relating to such review and report from the Accountants shall be allocated between the parties in inverse proportion to the resolution of the disagreements by the Accountants such that the party whose determination of Closing Working Capital as first submitted to the Accountants is closer to responsible for the Accountants’ determination of Closing Working Capital pays a smaller percentage of such fees and expenses.

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 Seller Objection Notice is properly and timely delivered, notice to Interest Purchaser and Seller shall use good faith efforts to resolve their differences with respect to the Seller Objection within 30 calendar sixty (60) days after PurchaserInterest 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”). If the Parties are, after using their respective good faith efforts, unable to reach agreement on all such items within thirty (30) calendar days following the receipt by Interest Purchaser of a Seller Objection Notice, Interest Purchaser and Interest Seller resolve their differences with respect to shall, within fifteen (15) calendar days after the Closing Date Balance Sheet and/or the Closing Working Capital Statement within end of such thirty (30-) day period, the Closing Date Balance Sheet and/or the Closing Working Capital Statement shall be modified as necessary cause PricewaterhouseCoopers LLP (or, if they are unable or unwilling to reflect such agreement andserve, as so modified, shall be final and binding upon a firm of accountants of nationally recognized standing reasonably satisfactory to Interest Purchaser and Interest Seller. Any differences with respect ) (the “Accountants”) to promptly review this Agreement and the Seller Objection not resolved by Purchaser and Seller within such 30-day period shall be submitted disputed line items in the Adjusted Closing Statement for the purpose of resolving such dispute dispute. In performing their review, the Accountants shall (A) apply only the calculations set forth in Exhibit I and the provisions of this Section 1.4, (B) determine the accurate application of such provisions to such nationally recognized public accounting firm only those line items in the Adjusted Closing Statement as shall be mutually agreed between to which Interest Seller has disagreed and which Interest Purchaser and Interest Seller andhave been subsequently unable to reach agreement, if not so mutually agreed within 5 calendar daysand (C) limit their determination of the appropriate amount of each of the line items in the applicable Seller Objection Notice, and shall be PricewaterhouseCoopers LLP (United States) (such public accounting firmmake a final determination in writing, binding on the “Accountants”); provided that if PricewaterhouseCoopers LLP (United States) would not qualify as an independent registered public accounting firm Parties, of the appropriate amount with respect to Purchaser and Seller at each such time, then line item by selecting either the position initially submitted to the Accountants shall be Ernst & Young LLP (United States)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 instructed required to render their decision in accordance with the terms of this Agreement and GAAP (as modified in accordance with the 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 Working Capital Statement 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 deliver to Interest Purchaser and Interest Seller, as promptly as practicable, but no later than 60 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 amountsline items. In no event shall the Accountants’ determination result in Closing Working Capital that is greater than that set forth in the Interest Purchaser and Interest Seller Objection Notice or less than that set forth in the Closing Working Capital Statement. The parties 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 to Purchaser and Seller, such report and the calculations set forth therein shall be final and binding upon Purchaser and Seller. The fees and expenses relating to such review and report from the Accountants shall be allocated between the parties in inverse proportion to the resolution of the disagreements by the 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 expenses.

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 notice to the Purchaser 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 items with which it disagrees with reasonable detailed support in respect of such disagreement (the "Seller Objection Notice"). If the 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 with respect to Purchased Commercial Loans, following the receipt by the Seller Parties of a Seller Objection Notice is properly Notice, the Purchaser Representative and timely delivered, Purchaser and Seller shall use good faith efforts to resolve their differences with respect to the Seller Objection Parties shall, within 30 fifteen (15) calendar days after Purchaser’s receipt the end of the 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 such thirty (30-) day period, the Closing Date Balance Sheet and/or the Closing Working Capital Statement shall be modified as necessary cause Ernst & Young LLP (or, if they are unable or unwilling to reflect such agreement andserve, as so modified, shall be final and binding upon Purchaser and Seller. Any differences with respect a firm of accountants of nationally recognized standing reasonably satisfactory to the Purchaser Representative and the Seller Objection not resolved by Purchaser Parties (the "Accountants") to promptly review this Agreement and Seller within the disputed line items in such 30-day period shall be submitted Adjusted Closing Statement for the purpose of resolving such dispute 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 firmdispute. In performing their review, the “Accountants”); provided that if PricewaterhouseCoopers LLP Accountants shall (United StatesA) would not qualify apply only the provisions of this Section 1.4, (B) determine the accurate application of such provisions to only those line items in the applicable Adjusted Closing Statement as an independent registered public accounting firm to which the Seller Parties 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, and shall make a final determination in writing, binding on the Parties, of the appropriate amount with respect to Purchaser and Seller at each such time, then 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 be Ernst & Young LLP (United States)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 instructed required to render their decision in accordance with deliver to the terms of this Agreement Purchaser Representative and GAAP (as modified in accordance with the 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 Working Capital Statement 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 deliver to Purchaser and SellerParties, as promptly as practicable, but no later than 60 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 amountsline items. In no event shall the Accountants’ determination result in Closing Working Capital that is greater than that set forth in The Purchaser Representative and the Seller Objection Notice or less than that set forth in the Closing Working Capital Statement. The parties 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’ report to Purchaser and Seller, such report and the calculations set forth therein shall be final and binding upon Purchaser and Seller. The fees and expenses relating to such review and report from the Accountants shall be allocated between the parties in inverse proportion to the resolution of the disagreements by the 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 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 Purchaser Representative and the Seller Parties shall select an accountant on or prior to the fifteenth day after the receipt by the Purchaser Parties of the Seller Objection Notice and such accountants shall select the Accountant within five (5) Business Days of the last day of the Resolution Period.

Review by Accountants. If a Seller an Objection Notice is properly and timely --------------------- delivered, the Purchaser and the Seller shall use negotiate in good faith efforts to resolve their differences with respect all disagreements as promptly as practicable. If the Purchaser and the Seller are unable to resolve all disagreements within 30 days after delivery by the Purchaser of an Objection Notice, the Purchaser and the Seller shall cause 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 Seller Objection within 30 calendar days after Purchaser’s receipt of Purchaser and the Seller Objection Notice. If (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") to promptly review this Agreement and Seller resolve their differences with respect to the disputed items or amounts in the Closing Date Balance Sheet and/or the Closing Working Capital Statement within such 30-day period, the Closing Date Balance Sheet and/or the Closing Working Capital Statement shall be modified as necessary to reflect such agreement and, as so modified, shall be final Sheets and binding upon Purchaser and Seller. Any differences with respect to the Seller Objection not resolved by Purchaser and Seller within such 30-day period shall be submitted Net Book Value Statements for the purpose of resolving calculating the Closing Date SAP Net Book Value and the Closing Date GAAP Net Book Value. In making such dispute 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 firmcalculation, 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 be Ernst & Young LLP (United States). The Accountants shall be instructed to render their decision in accordance with the terms of this Agreement and GAAP (as modified in accordance with the illustration set forth in Exhibit 1.4(a)) and shall consider only those items or amounts on the Closing Date in such Balance Sheet and/or in the Closing Working Capital Statement Sheets and such Net 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 Seller the Purchaser has so disagreed. The Accountants shall deliver to the Purchaser and the Seller, as promptly as reasonably practicable, but no later than 60 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. 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 and the Closing Working Capital Statement. The parties shall promptly comply with all reasonable requests by the Accountants for information, books, records Date SAP Net Book Value and similar itemsClosing Date GAAP Net Book Value. Upon delivery of the Accountants’ report to Purchaser and Sellersuch delivery, such report and the calculations set forth therein shall be final and binding upon Purchaser the Purchaser, the Parent and the Seller. The fees and expenses relating to cost of such review and report from the Accountants shall be allocated between paid by (i) the parties Purchaser if such review and report results in inverse proportion to 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 resolution 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 the disagreements more than 5.0%, and (iii) 50% by the Accountants Seller and 50% by the Purchaser if such that the party whose determination of review and report results in a net decrease in Closing Working Capital as first submitted to the Accountants is closer to the Accountants’ determination of Date SAP Net Book Value and Closing Working Capital pays a smaller percentage of such fees Date GAAP Net Book Value between 2.5% and expenses5.0%.

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 notice to the Purchaser 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 items with which it disagrees with reasonable detailed support in respect of such disagreement (the “Seller Objection Notice”). If the 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 with respect to Purchased Commercial Loans, following the receipt by the Seller Parties of a Seller Objection Notice is properly Notice, the Purchaser Representative and timely delivered, Purchaser and Seller shall use good faith efforts to resolve their differences with respect to the Seller Objection Parties shall, within 30 fifteen (15) calendar days after Purchaser’s receipt the end of the 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 such thirty (30-) day period, the Closing Date Balance Sheet and/or the Closing Working Capital Statement shall be modified as necessary cause Ernst & Young LLP (or, if they are unable or unwilling to reflect such agreement andserve, as so modified, shall be final and binding upon Purchaser and Seller. Any differences with respect a firm of accountants of nationally recognized standing reasonably satisfactory to the Purchaser Representative and the Seller Objection not resolved by Purchaser Parties (the “Accountants”) to promptly review this Agreement and Seller within the disputed line items in such 30-day period shall be submitted Adjusted Closing Statement for the purpose of resolving such dispute 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 firmdispute. In performing their review, the “Accountants”); provided that if PricewaterhouseCoopers LLP Accountants shall (United StatesA) would not qualify apply only the provisions of this Section 1.4, (B) determine the accurate application of such provisions to only those line items in the applicable Adjusted Closing Statement as an independent registered public accounting firm to which the Seller Parties 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, and shall make a final determination in writing, binding on the Parties, of the appropriate amount with respect to Purchaser and Seller at each such time, then 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 be Ernst & Young LLP (United States)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 instructed required to render their decision in accordance with deliver to the terms of this Agreement Purchaser Representative and GAAP (as modified in accordance with the 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 Working Capital Statement 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 deliver to Purchaser and SellerParties, as promptly as practicable, but no later than 60 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 amountsline items. In no event shall the Accountants’ determination result in Closing Working Capital that is greater than that set forth in The Purchaser Representative and the Seller Objection Notice or less than that set forth in the Closing Working Capital Statement. The parties 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’ report to fees and expenses, or (y) the disputed line items result in a net loss for the Purchaser and SellerParties, such report and the calculations set forth therein Purchaser Parties shall be final and binding upon Purchaser and Seller. The fees and expenses relating to such review and report from the Accountants shall be allocated between the parties in inverse proportion to the resolution of the disagreements by the Accountants such that the party whose determination of Closing Working Capital as first submitted to the Accountants is closer to responsible for the Accountants’ determination of Closing Working Capital pays a smaller percentage of such 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 Purchaser Representative and the Seller Parties shall select an accountant on or prior to the fifteenth day after the receipt by the Purchaser Parties of the Seller Objection Notice and such accountants shall select the Accountant within five (5) Business Days of the last day of the Resolution Period.

Review by Accountants. If a Seller Objection Notice is properly and timely delivereddelivered and the Purchaser, Purchaser the Parent and the Seller shall use good faith efforts are unable to resolve their differences any disagreement between them with respect to the Seller Objection preparation of the Closing Date Balance Sheet and/or the determination of Closing Working Capital within 30 calendar thirty (30) days after Purchaser’s receipt delivery of the a Seller Objection Notice. If Purchaser , the Purchaser, the Parent and the Seller resolve their differences with respect shall cause PricewaterhouseCoopers LLP (or, if they are unable or unwilling to serve, a firm of independent accountants of nationally recognized standing reasonably satisfactory to the Purchaser, on the one hand and the Parent and the Seller, on the other hand) (the "ACCOUNTANTS"), to promptly review this Agreement and the disputed items or amounts in the Closing Date Balance Sheet and/or the Closing Working Capital Statement within for the purpose of resolving such 30-day period, dispute. The Accountants shall consider only those items or amounts in the Closing Date Balance Sheet and/or the Closing Working Capital Statement shall be modified as necessary to reflect such agreement and, as so modified, shall be final and binding upon Purchaser and Seller. Any differences with respect to the Seller Objection not resolved by Purchaser and Seller within such 30-day period shall be submitted for the purpose of resolving such dispute 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 be Ernst & Young LLP (United States). The Accountants shall be instructed to render their decision in accordance with the terms of this Agreement and GAAP (as modified in accordance with the 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 Working Capital Statement 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 deliver to Purchaser the Purchaser, the Parent and the Seller, as promptly as practicable, but no later than 60 sixty (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. In If the disputed items and amounts relate to the 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 Working Capital Statement. 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 to Purchaser and Seller' report, such report and the calculations set forth therein shall be final and binding upon Purchaser the Purchaser, the Parent and Sellerthe Seller absent manifest error. The fees and expenses relating to cost of such review and report from the Accountants shall be allocated between the parties in inverse the same proportion to that the resolution aggregate amount of the disagreements by the Accountants such that the party whose determination of Closing Working Capital as first disputed items submitted to the Accountants that is closer unsuccessfully disputed by such party (as finally determined by the Accountants) bears to the Accountants’ determination total amount of Closing Working Capital pays a smaller percentage of such fees and expensesthe disputed items so submitted.

Review by Accountants. If a Seller Objection Notice is properly and timely delivereddelivered and the Purchaser, Purchaser the Parent and the Seller shall use good faith efforts are unable to resolve their differences any disagreement between them with respect to the Seller Objection preparation of the Closing Date Balance Sheet and/or the determination of Closing Working Capital within 30 calendar thirty (30) days after Purchaser’s receipt delivery of the a Seller Objection Notice. If Purchaser , the Purchaser, the Parent and the Seller resolve their differences with respect shall cause PricewaterhouseCoopers LLP (or, if they are unable or unwilling to serve, a firm of independent accountants of nationally recognized standing reasonably satisfactory to the Purchaser, on the one hand and the Parent and the Seller, on the other hand) (the “Accountants”), to promptly review this Agreement and the disputed items or amounts in the Closing Date Balance Sheet and/or the Closing Working Capital Statement within for the purpose of resolving such 30-day period, dispute. The Accountants shall consider only those items or amounts in the Closing Date Balance Sheet and/or the Closing Working Capital Statement shall be modified as necessary to reflect such agreement and, as so modified, shall be final and binding upon Purchaser and Seller. Any differences with respect to the Seller Objection not resolved by Purchaser and Seller within such 30-day period shall be submitted for the purpose of resolving such dispute 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 be Ernst & Young LLP (United States). The Accountants shall be instructed to render their decision in accordance with the terms of this Agreement and GAAP (as modified in accordance with the 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 Working Capital Statement 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 deliver to Purchaser the Purchaser, the Parent and the Seller, as promptly as practicable, but no later than 60 sixty (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. In If the disputed items and amounts relate to the 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 Working Capital Statement. 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 to Purchaser and Sellerreport, such report and the calculations set forth therein shall be final and binding upon Purchaser the Purchaser, the Parent and Sellerthe Seller absent manifest error. The fees and expenses relating to cost of such review and report from the Accountants shall be allocated between the parties in inverse the same proportion to that the resolution aggregate amount of the disagreements by the Accountants such that the party whose determination of Closing Working Capital as first disputed items submitted to the Accountants that is closer unsuccessfully disputed by such party (as finally determined by the Accountants) bears to the Accountants’ determination total amount of Closing Working Capital pays a smaller percentage of such fees and expensesthe disputed items so submitted.

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 Seller Objection Notice is properly and timely delivered, Purchaser and Seller shall use good faith efforts to resolve their differences with respect notice to the Seller Objection Parties within 30 calendar 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”). If the Parties are, after using their respective good faith efforts, unable to reach agreement on all such items within thirty (30) calendar days following the receipt by the Seller Parties of a Purchaser Objection Notice. If , Purchaser and the Seller resolve their differences with respect to Parties shall, within fifteen (15) calendar days after the Closing Date Balance Sheet and/or the Closing Working Capital Statement within end of such thirty (30-) day period, the Closing Date Balance Sheet and/or the Closing Working Capital Statement shall be modified as necessary cause Ernst & Young LLP (or, if they are unable or unwilling to reflect such agreement andserve, as so modified, shall be final and binding upon a firm of accountants of nationally recognized standing reasonably satisfactory to Purchaser and Seller. Any differences with respect to the Seller Objection not resolved by Purchaser Parties) (the “Accountants”) to promptly review this Agreement and Seller within the disputed line items in such 30-day period shall be submitted Adjusted Closing Statement for the purpose of resolving such dispute dispute. In performing their review, the Accountants shall (A) apply only the provisions of this Section 1.4, (B) determine the accurate application of such provisions to such nationally recognized public accounting firm only those line items in the applicable Adjusted Closing Statement as shall be mutually agreed between to which Purchaser has disagreed and which Purchaser and the Seller andParties have been subsequently unable to reach agreement, if not so mutually agreed within 5 calendar daysand (C) limit their determination of the appropriate amount of each of the line items in the applicable Purchaser Objection Notice, and shall be PricewaterhouseCoopers LLP (United States) (such public accounting firmmake a final determination in writing, binding on the “Accountants”); provided that if PricewaterhouseCoopers LLP (United States) would not qualify as an independent registered public accounting firm Parties, of the appropriate amount with respect to Purchaser and Seller at each such time, then 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 be Ernst & Young LLP (United States)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 instructed required to render their decision in accordance with the terms of this Agreement and GAAP (as modified in accordance with the 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 Working Capital Statement 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 deliver to Purchaser and Sellerthe Seller Parties, as promptly as practicable, but no later than 60 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 amountsline items. In no event shall the Accountants’ determination result in Closing Working Capital that is greater than that set forth in Purchaser and the Seller Objection Notice or less than that set forth in the Closing Working Capital Statement. The parties 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’ report to fees and expenses, or (ii) the disputed line items result in a net loss for Purchaser, Purchaser and Seller, such report and the calculations set forth therein shall be final and binding upon Purchaser and Seller. The fees and expenses relating to such review and report from the Accountants shall be allocated between the parties in inverse proportion to the resolution of the disagreements by the Accountants such that the party whose determination of Closing Working Capital as first submitted to the Accountants is closer to responsible for the Accountants’ determination of Closing Working Capital pays a smaller percentage of such fees and expenses.