Common use of Review of Final Closing Balance Sheet; Objection Clause in Contracts

Review of Final Closing Balance Sheet; Objection. (A) The LLC Seller shall have thirty (30) days from the date of receipt of the Final Closing Statement and the Final Closing Balance Sheet and such requested information as further specified herein to review the computations reflected on the Final Closing Balance Sheet and the Final Closing Statement (which requests for information may be made by LLC Seller via email). In connection with such review, the Purchaser will make available to the LLC Seller and its advisors all records and work papers relating to the Company and the Purchaser’s calculations set forth in the Final Closing Statement that the LLC Seller and its advisors reasonably request in reviewing the Final Closing Balance Sheet and Final Closing Statement, and the Purchaser will make available to the LLC Seller and its advisors the personnel and other advisors of Purchaser involved in the preparation of the Final Closing Balance Sheet and the Final Closing Statement. (B) If the LLC Seller disagrees with the Purchaser’s Final Closing Statement or Final Closing Balance Sheet, then the LLC Seller shall deliver written notice (an “Objection Notice”) of such disagreement to Purchaser on or before the thirtieth (30th) day following the LLC Seller’s receipt of the Final Closing Balance Sheet, Final Closing Statement, and all information subsequently requested by the LLC Seller as specified above in Section 1.3(b)(ii)(A). If the LLC Seller delivered an Objection Notice to the Purchaser, then the Purchaser and the LLC Seller will endeavor to resolve any disagreements noted in the Objection Notice in good faith as soon as practicable after the delivery of such notice, but if they do not obtain a final resolution within thirty (30) days after the Purchaser has received the Objection Notice, unless mutually extended by the parties in writing, then either the Purchaser or the LLC Seller may thereafter commence the process to jointly retain the Firm and each party must proceed with the Dispute Resolution Procedure in accordance with the terms of this Agreement.

Review of Final Closing Balance Sheet; Objection. (A) The LLC Seller Stockholders’ Representative shall have thirty (30) days 30 Business Days from the date of receipt of the Final Closing Statement Balance Sheet to review the computation of Final Working Capital, Final Closing Date Cash and Final Closing Date Indebtedness. In connection with the review of the Final Closing Balance Sheet and such requested information as further specified herein to review the computations reflected on the Final Closing Balance Sheet Sheet, Ticketmaster and the Final Closing Statement (which requests for information may be made by LLC Seller via email). In connection with such review, the Purchaser Surviving Corporation will make available to the LLC Seller Stockholders’ Representative and its advisors Representatives (if any) all records and work papers relating to the Company and the Purchaser’s calculations set forth in the Final Closing Statement that the LLC Seller Stockholders’ Representative and its advisors Representatives (if any) reasonably request in reviewing the Final Closing Balance Sheet and Sheet. In the event that the Stockholders’ Representative disagrees with the Final Closing StatementBalance Sheet and/or the Final Working Capital and/or the Final Closing Date Cash and/or the Final Closing Date Indebtedness, the Stockholders’ Representative shall deliver a written notice of such disagreement to Ticketmaster and the Purchaser will make available Surviving Corporation, which notice shall include the Stockholders’ Representative’s reasonably detailed explanation of the basis of the disagreement and a reasonably detailed calculation of its proposed Final Closing Balance Sheet and/or Final Working Capital and/or Final Closing Date Cash and/or Final Closing Date Indebtedness; provided, that the parties hereto agree that any such disagreement shall be limited to the LLC Seller and its advisors the personnel and other advisors of Purchaser involved in whether the preparation of the Final Closing Balance Sheet and the calculations of Final Working Capital, Final Closing Statement. (B) If the LLC Seller disagrees Date Cash and Final Closing Date Indebtedness were done in a manner consistent with the Purchaser’s Final Closing Statement or preparation of the Base Balance Sheet and the terms of this Section 3.4 and whether there were mathematical errors in the preparation of the Final Closing Balance SheetSheet or the calculations of Final Working Capital, then the LLC Seller shall deliver written notice Final Closing Date Cash and Final Closing Date Indebtedness (an “Objection Notice”) of such disagreement to Purchaser on or before the thirtieth (30th) day following the LLC Seller’s receipt of the Final Closing Balance Sheet, Final Closing Statement, and all information subsequently requested by the LLC Seller as specified above in Section 1.3(b)(ii)(A). If the LLC Seller Stockholders’ Representative has delivered an Objection Notice to the Purchaser, then the Purchaser Ticketmaster and the LLC Seller Surviving Corporation, Ticketmaster on the one hand and the Stockholders’ Representative on the other hand will endeavor to resolve any disagreements noted in the Objection Notice in good faith as soon as practicable after the delivery of such notice, but if they Objection Notice. If such parties do not obtain a final resolution within thirty (30) 30 days after the Purchaser Ticketmaster has received the Objection Notice, unless the Stockholders’ Representative and Ticketmaster shall submit the matter for resolution to a mutually extended acceptable nationally recognized independent accounting firm that is not a current service provider to Ticketmaster, the Surviving Corporation or any of its affiliates (the “Firm”) to resolve any remaining disagreements; provided, however, that if at such time either the Stockholders’ Representative or Ticketmaster shall discover a bona fide conflict with respect to the Firm, the parties shall submit the matter to another mutually agreeable independent accounting firm of national reputation that is not a current service provider to Ticketmaster, the Surviving Corporation or any of its affiliates to resolve the remaining matters in dispute, and such firm shall be the Firm for all purposes of this Section 3.4. Ticketmaster on the one hand and the Stockholders’ Representative on the other hand will direct the Firm to use its reasonable best efforts to render a determination within 30 days of submitting the matters set forth in the Objection Notice to it for resolution and the Surviving Corporation, the Stockholders’ Representative and Ticketmaster and their respective Representatives will cooperate with the Firm during its resolution of any disagreements included in the Objection Notice. The Firm will consider only those items and amounts set forth in the Objection Notice that Ticketmaster on the one hand and the Stockholders’ Representative on the other hand are unable to resolve. In resolving any such disputed item, the Firm may not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by any party. The scope of the disputes to be arbitrated by the parties Firm is limited to whether the preparation of the Final Closing Balance Sheet and the calculations of Final Working Capital, Final Closing Date Cash and Final Closing Date Indebtedness were done in writing, then either the Purchaser or the LLC Seller may thereafter commence the process to jointly retain the Firm and each party must proceed a manner consistent with the Dispute Resolution Procedure in accordance with preparation of the Base Balance Sheet and the terms of this AgreementSection 3.4 and whether there were mathematical errors in the preparation of the Final Closing Balance Sheet or the calculations of Final Working Capital, Final Closing Date Cash and Final Closing Date Indebtedness and the Firm is not to make any other determination, including any determination as to whether GAAP was followed in the preparation of the Final Closing Balance Sheet or whether the amounts of Final Working Capital, Final Closing Date Cash and Final Closing Date Indebtedness are correct. The fees and expenses of the Firm, and the cost of any arbitration (including the fees of the Firm and reasonable attorney fees and expenses of the parties) incurred pursuant to this Section 3.4(c), shall be paid Ticketmaster and the Stockholders’ Representative in inverse proportion as they may prevail on matters resolved by the Firm (provided that the Stockholders’ Representative shall be entitled to reimbursement by the Material Stockholders pursuant to Article XI for any fees and expenses paid by it hereunder). The determination of the Firm as to any disputed matters shall be set forth in a written statement delivered to Ticketmaster, the Surviving Corporation and the Stockholders’ Representative and shall be final, conclusive and binding on the parties. The parties hereto agree that judgment may be entered upon the arbitral award of the Firm in any court having jurisdiction pursuant to Section 12.10 hereof.

Review of Final Closing Balance Sheet; Objection. (Ai) The LLC Seller shall have thirty sixty (3060) days from the date of receipt of the Final Closing Statement and the Final Closing Balance Sheet and such requested information as further specified herein (“Review Period”) to review the computations of the Closing Purchase Price Components reflected on the Final Closing Balance Sheet and the Final Closing Statement (which requests for information may be made by LLC Seller via email)Statement. In connection with such review, the Purchaser will make available to the LLC Seller and its advisors all records and work papers relating to the Company and the Purchaser’s calculations set forth in calculation of the Final Closing Statement Purchase Price Components that the LLC Seller and its advisors reasonably request in reviewing the Final Closing Balance Sheet and Final Closing Statement, and the Purchaser will make available to the LLC Seller and its advisors the personnel and other advisors of the Purchaser involved in the preparation of the Final Closing Balance Sheet and the Final Closing Statement. (Bii) If the LLC Seller disagrees with the Purchaser’s Final Closing Statement or Final Closing Balance Sheet(including any components thereof), then the LLC Seller shall deliver written notice (an “Objection Notice”) of such disagreement to the Purchaser on or before the thirtieth sixtieth (30th60th) day following the LLC Seller’s receipt of the Final Closing Balance SheetStatement. If, following the Seller’s receipt of the Final Closing Statement, the Seller has been denied access to information to which the Seller is entitled under Section 1.3(b)(i), which information was expressly requested in writing no less than two (2) Business Days prior to the end of the original Review Period, and the Seller sends a written notice to the Purchaser identifying such failure and requesting an extension of the Review Period, then the Review Period shall be automatically extended and shall expire five (5) Business Days following the Seller’s receipt of the information requested in the foregoing notice to which the Seller is entitled under Section 1.3(b)(i), provided, however, that under no circumstance shall the Review Period exceed ninety (90) days from receipt of the Final Closing Statement. For the avoidance of doubt, the Seller shall be deemed to have agreed with all items and amounts set forth in the Final Closing Statement and not disputed in an Objection Notice delivered prior to the expiration of such sixty (60) day review period (as extended, if applicable). Any Objection Notice shall describe in reasonable detail the nature of such disagreement and may only include disagreements based on (A) the failure of the Closing Indebtedness, Closing Cash, Closing Net Working Capital, or Closing Company Transaction Expenses, as applicable, as reflected on the Final Closing Statement, to be calculated in accordance with the Accounting Principles or in a manner consistent with the applicable definitions contained in this Agreement, (B) mathematical errors in the computation of Closing Indebtedness, Closing Cash, Closing Net Working Capital, Closing Company Transaction Expenses or the Purchase Price, or (C) the failure to confirm the Final Closing Statement as a result of the Purchaser’s failure to provide reasonably requested information subsequently requested or access to advisors and personnel as expressly contemplated by the LLC Seller as specified above in Section 1.3(b)(ii)(A1.3(b)(i). If the LLC Seller delivered an Objection Notice to the Purchaser, then the Purchaser and the LLC Seller will endeavor to resolve any disagreements noted in the Objection Notice in good faith as soon as practicable after the delivery of such notice, but if they do not obtain a final written resolution within thirty (30) days after the Purchaser has received the Objection Notice, unless mutually extended by the parties in writing, then either the Purchaser or the LLC Seller may thereafter commence the process to jointly retain the Firm and each party must proceed with the Dispute Resolution Procedure in accordance with the terms of this Agreement. If, following the Purchaser’s timely delivery of the Final Closing Statement, the Seller does not timely deliver an Objection Notice pursuant to this Section 1.3(b)(ii) the Seller shall be deemed to have accepted the Purchaser’s Final Closing Statement and calculation of the Closing Purchase Price Components.

Review of Final Closing Balance Sheet; Objection. (A) The LLC Seller Sellers’ Representative shall have thirty (30) days from the date of receipt of the Final Closing Statement and the Final Closing Balance Sheet and such requested information as further specified herein to review the computations of Cash Equivalents, Net Working Capital, Indebtedness, Closing Date Seller Expenses and Capital Expenditure Amount reflected on the Final Closing Balance Sheet and the Final Closing Statement (which requests for information may be made by LLC Seller via email)Statement. In connection with such review, the Purchaser Buyer will make available to the LLC Seller Sellers’ Representative and its advisors auditors (if any) (subject to the execution of customary work paper access letters if requested) all records and work papers reasonably requested by Sellers’ Representative relating to the Company Acquired Companies and the Purchaser’s calculations set forth in the Final their calculation of Cash Equivalents, Net Working Capital, Indebtedness, Closing Statement Date Seller Expenses and Capital Expenditure Amount that the LLC Seller Sellers’ Representative and its advisors auditors (if any) reasonably request in reviewing the Final Closing Balance Sheet and Final Closing StatementSheet, and the Purchaser Buyer will make available to the LLC Seller Sellers’ Representative and its advisors the personnel auditors (if any), during normal business hours and other advisors of Purchaser upon reasonable advance notice to Buyer, all its representatives responsible for or otherwise involved in the preparation of the Final Closing Balance Sheet and the Final Closing Statement. Statement (B) If including, for the LLC Seller disagrees with avoidance of doubt, any Persons involved in providing any information used or considered in the Purchaser’s Final Closing Statement or preparation of the Final Closing Balance SheetSheet and the Final Closing Statement) in order to fully respond to any questions Sellers’ Representative and its auditors may have; provided, then that such access will not unreasonably interfere with the LLC normal business operations of Buyer and the Acquired Companies. Buyer shall upon request by Sellers’ Representative promptly provide a list of all such Persons, specifying the information provided by and all other work performed by such Persons in preparation of the Final Closing Balance Sheet and the Final Closing Statement. If Sellers’ Representative claims that Buyer has failed to comply with its obligations under this Section 2.9(c) to provide access to records, work papers and calculations, Sellers’ Representative may initiate the appointment of the Firm and the Firm shall have the authority to determine if Buyer has complied with such obligations and to order Buyer to comply with any such obligations (and the time frames for any proceedings before the Firm shall be adjusted accordingly). If Sellers’ Representative disagrees with Buyer’s calculation of Cash Equivalents, Net Working Capital, Indebtedness, Closing Date Seller Expenses or Capital Expenditure Amount, Sellers’ Representative shall deliver written notice (an “Objection Notice”) of such disagreement to Purchaser Buyer on or before the thirtieth (30th) day following the LLC Seller’s its receipt of the Final Closing Balance Sheet, Sheet and the Final Closing StatementStatement (the “Objection Notice Period”) and such Objection Notice shall specify in reasonable detail the items to which Sellers’ Representative is objecting, including the nature, amount and basis for such objection, and all information subsequently requested by shall separately include Sellers’ Representative’s proposed calculations (prepared consistently with the LLC Seller as specified above in requirements of this Section 1.3(b)(ii)(A2.9). If the LLC Seller delivered Sellers’ Representative does not deliver an Objection Notice to Buyer or delivers written notice of acceptance of the PurchaserFinal Closing Statement and Final Closing Balance Sheet during the Objection Notice Period, then each of the Purchaser calculations set forth in the Final Closing Statement and Final Closing Balance Sheet shall be final, binding and non-appealable by the LLC Seller will endeavor Parties. All items not so objected to in the Objection Notice shall be binding and conclusive on the Parties. If Sellers’ Representative timely delivers an Objection Notice to Buyer, Buyer and Sellers’ Representative shall use commercially reasonable efforts to resolve any disagreements noted in the Objection Notice in good faith as soon as practicable after the delivery of such notice, but if they do not obtain a final resolution within thirty (30) days after the Purchaser Buyer has received the Objection Notice, unless mutually extended by the parties in writingthen they shall, then either the Purchaser or the LLC Seller may thereafter within five (5) days thereafter, commence the process to jointly retain the Firm (or if the Firm is unable to serve as the Firm for any reason whatsoever, including for reasons of conflict of interest, the Parties shall, within five (5) days thereafter, jointly retain the Second Firm, in which case the Second Firm shall be deemed to be the Firm for purposes of this Agreement or if the Firm and each party must proceed with the Dispute Resolution Procedure Second Firm are both unable to serve as the Firm for any reason whatsoever, including for reasons of conflict of interest, Buyer and Sellers’ Representative shall, within five (5) days thereafter, jointly retain another accounting firm mutually acceptable to them to act as the Firm for purposes of this Agreement solely in accordance with the terms of this Agreement., to resolve any remaining disagreements; provided that if Buyer and Sellers’ Representative cannot agree on a mutually acceptable Firm (if neither the Firm nor the Second Firm is able to serve), a Firm shall be selected in accordance with the Commercial Arbitration Rules of the American Arbitration Association). In connection with engaging the Firm, Buyer and Sellers’ Representative agree, if requested by the Firm, to work with the Firm to negotiate and execute an engagement letter on terms reasonably satisfactory to Buyer and Sellers’ Representative. Buyer, Sellers’ Representative and their respective agents will cooperate with the Firm during its resolution of any disagreements included in the Objection Notice. Unless

Review of Final Closing Balance Sheet; Objection. (A) The LLC Seller Sellers shall have thirty (30) days from the date of receipt of the Final Closing Statement and the Final Closing Balance Sheet and such requested information as further specified herein to review the computations of Final Cash Equivalents, Final Net Working Capital, Closing Date Sellers Expenses, and Final Indebtedness reflected on the Final Closing Balance Sheet and the Final Closing Statement Statement. (which requests for information may be made by LLC Seller via email). i) In connection with such review, the Purchaser Buyer will make available to the LLC Seller Sellers and its advisors their auditors (if any) all records and work papers relating to the Company and the Purchaser’s calculations set forth in the their calculation of Final Cash Equivalents, Final Net Working Capital, Closing Statement Date Sellers Expenses, and Final Indebtedness that the LLC Seller Sellers and its advisors reasonably their auditors (if any) request in reviewing the Final Closing Balance Sheet and Final Closing StatementSheet, and the Purchaser Buyer will make available to the LLC Seller Sellers and its advisors the personnel and other advisors their auditors (if any) all of Purchaser Buyer’s Representatives responsible for or otherwise involved in the preparation of the Final Closing Balance Sheet and the Final Closing Statement (including, for the avoidance of doubt, any Persons involved in providing any information used or considered in the preparation of the Final Closing Balance Sheet and the Final Closing Statement) in order to fully respond to any questions Sellers and its auditors (if any) may have. Buyer shall, upon request by Sellers, promptly provide a list of all such Persons, specifying the information provided by and all other work performed by such Persons in preparation of the Final Closing Balance Sheet and the Final Closing Statement. (Bii) If Sellers disagree with Buyer’s calculation of the LLC Seller disagrees with the Purchaser’s Final Closing Statement or Final Closing Balance SheetPurchase Price, then the LLC Seller Sellers shall deliver written notice (an “Objection Notice”) of such disagreement disagreement, in reasonable detail, to Purchaser Buyer on or before the thirtieth thirty (30th30) day following the LLC Seller’s days after Sellers’ receipt of the Final Closing Balance Sheet. If Sellers fails to provide an Objection Notice within the period specified in this paragraph, Buyer’s calculation of the Purchase Price as set forth in the Final Closing StatementStatement delivered pursuant to Section 2.05(b) will be final, conclusive, and all information subsequently requested by the LLC Seller as specified above in Section 1.3(b)(ii)(A). non-appealable. (iii) If the LLC Seller delivered Sellers timely deliver an Objection Notice to the PurchaserBuyer, then the Purchaser Buyer and the LLC Seller Sellers will endeavor to resolve any disagreements noted in the Objection Notice in good faith as soon as practicable after the delivery of such noticethe Objection Notice, but if they do not obtain reach a final resolution within thirty (30) days after the Purchaser Buyer has received the Objection Notice, unless mutually extended by the parties in writingthen they shall, then either the Purchaser or the LLC Seller may thereafter within five (5) days thereafter, commence the process to jointly retain the Firm Independent Accountant (or, if the Independent Accountant is unable to serve as the Independent Accountant for any reason whatsoever, including for reasons of conflict of interest, Buyer and each party must proceed with Sellers shall, within five (5) days thereafter, jointly retain another nationally recognized public accounting firm mutually acceptable to them to act as the Dispute Resolution Procedure Independent Accountant for purposes of this Agreement solely in accordance with the terms of this Agreement, to resolve any remaining disagreements; provided, that if Buyer and Sellers cannot agree on a mutually acceptable replacement accounting firm (if the Independent Accountant is not able to serve), a replacement shall be selected in accordance with the Commercial Arbitration Rules of the American Arbitration Association). In connection with engaging the Independent Accountant, Buyer and Sellers agree, if requested by the Independent Accountant, to work with the Independent Accountant to negotiate and execute an engagement letter on terms reasonably satisfactory to Buyer and Sellers. Buyer, Sellers, and their respective Representatives will cooperate with the Independent Accountant during its resolution of any disagreements included in the Objection Notice. (iv) Unless otherwise agreed by Buyer and Sellers in writing, the Independent Accountant shall make its determination in accordance with the guidelines and procedures set forth in this Agreement and on Exhibit C; provided, that any delay in delivering such determination shall not invalidate the award or otherwise deprive the Independent Accountant of jurisdiction. The Independent Accountant will consider only those items and amounts set forth in the Objection Notice that Buyer, on the one hand, and Sellers, on the other hand, are unable to resolve. In resolving any disputed item, the Independent Accountant may not assign a value to any item greater than the greatest value for such item claimed by Buyer or Sellers or less than the smallest value for such item claimed by Buyer or Sellers. Except as otherwise specified herein, the scope of the disputes to be determined by the Independent Accountant is limited to whether the preparation of the Final Closing Balance Sheet and the calculation of the Purchase Price were done in a manner consistent with Section 2.05(b) and whether there were mathematical errors in the preparation of the Final Closing Balance Sheet or the calculation of the Purchase Price, and the Independent Accountant shall not make any other determination unless jointly requested in writing by Buyer and Sellers. The Independent Accountant’s determination of the Purchase Price, including each of the components thereof, shall be based solely on written materials submitted by Buyer and Sellers (i.e., not on independent review) and on the definitions included herein. (v) The fees and disbursements of the Independent Accountant and the reasonable attorneys’ fees and expenses of the parties (collectively, the “Purchase Price Adjustment Dispute Expenses”) shall be borne: (A) by Buyer, on the one hand, in the proportion that the aggregate dollar amount of the disputed items that are successfully disputed by Sellers (as finally determined by the Independent Accountant) bears to the aggregate dollar amount of all disputed items, and (B) by the Sellers, severally in accordance with their respective Allocation Percentages (and not jointly and severally), on the other hand, in the proportion that the aggregate dollar amount of the disputed items that are unsuccessfully disputed by Sellers (as finally determined by the Independent Accountant) bears to the aggregate dollar amount of all disputed items. For example, if Buyer and Sellers dispute $1,000,000 of a proposed Purchase Price Adjustment to be paid to Sellers, the Independent Accountant determines that such payment should be $400,000, and the Purchase Price Adjustment Dispute Expenses are $100,000, then: (y) Buyer shall pay $40,000 (40%) of the Purchase Price Adjustment Dispute Expenses, and (z) Sellers severally in accordance with their respective Allocation Percentages (and not jointly and severally) shall pay $60,000 (60%) of the Purchase Price Adjustment Dispute Expenses.