Common use of Acceptance of Statements; Dispute Procedures Clause in Contracts

Acceptance of Statements; Dispute Procedures. The Closing Balance Sheet and the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon) delivered by Purchaser to the Member Representative, with a copy to Xx. Xxxxx Xxxxxxxx, shall be conclusive and binding upon the parties unless the Member Representative, within 20 days after delivery to the Member Representative of the Closing Balance Sheet and the Closing Working Capital Statement, notifies Purchaser in writing that the Member Representative disputes any of the amounts set forth therein, specifying the nature of the dispute, the basis therefore and the Selling Members’ calculation of any such amount in dispute. The parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, the Closing Balance Sheet and the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon), as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within 20 days after notice is given by the Member Representative to Purchaser pursuant to the second preceding sentence, the parties shall submit the dispute to KBA Group LLP or, if such firm is unwilling to act, to another nationally recognized independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such a firm, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than 20 days after acceptance of his or her appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Member Representative, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting computation of the Closing Working Capital which shall be conclusive and binding on the parties, notwithstanding the provisions of Section 8.3(a). All proceedings conducted by the Arbiter shall take place in Dallas, Texas. In resolving any disputed item, the Arbiter (x) shall be bound by the provisions of this Section 2.4 and (y) may not assign a value to any item greater than the greatest value for such items claimed by either party or less than the smallest value for such items claimed by either party. The fees, costs and expenses of the Arbiter shall be allocated to and borne by Purchaser and the Selling Members based on the inverse of the percentage that the Arbiter’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbiter. For example, should the items in dispute total in amount to $1,000 and the Arbiter awards $600 in favor of the Selling Members’ position, 60% of the costs of its review would be borne by Purchaser and 40% of the costs would be borne by the Selling Members.

Acceptance of Statements; Dispute Procedures. The Closing Date Balance Sheet and the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon) delivered by Purchaser Seller to the Member Representative, with a copy to Xx. Xxxxx Xxxxxxxx, Acquirer shall be conclusive and binding upon the parties unless the Member RepresentativeAcquirer, within 20 100 days after delivery to the Member Representative Acquirer of the Closing Date Balance Sheet and the Closing Working Capital Statement, notifies Purchaser Seller in writing that the Member Representative Acquirer disputes any of the amounts set forth therein, specifying in reasonable detail the nature of the dispute, dispute and the basis therefore therefor. Contemporaneously with the delivery to Acquirer of the Closing Date Balance Sheet and the Selling Members’ Closing Statement, Seller shall also deliver to Acquirer a copy of the work papers prepared or used in connection with the preparation and calculation of any such amount Closing Date Balance Sheet and the Closing Statement and shall provide Acquirer and its representatives reasonable access to appropriate personnel, books and records of or related to the Company and its Subsidiaries to assist in disputeits review of the Closing Date Balance Sheet and the Closing Statement. The parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, the Closing Date Balance Sheet and the Closing Working Capital Statement (and the computation of Closing Working Capital amounts indicated thereon), as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within 20 30 days after notice is given by the Member Representative Acquirer to Purchaser Seller pursuant to the second preceding sentence, the parties shall submit the dispute to KBA Group LLP Ernst & Young or, if such firm is unwilling unable to actserve, to another a nationally recognized independent accounting firm which is to be mutually agreeable to the parties agreed upon by Seller and Acquirer (the “Arbiter”) for resolution. If the parties cannot agree on the independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such a firm, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than 20 30 days after acceptance delivery of his or her appointment as written submissions by Seller and Acquirer with respect to the disputed items to the Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on such written submissions by Purchaser and the Member Representativesubmissions, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute disputes and the resulting computation of the amounts on the Closing Working Capital Date Balance Sheet and/or the Closing Statement, which shall be conclusive and binding on the parties, notwithstanding the provisions of Section 8.3(a). All proceedings conducted by the Arbiter shall take place in Dallas, Texas. In resolving any disputed item, the Arbiter (x) shall be bound by the provisions of this Section 2.4 6.9 and (y) may not assign a value to any item greater than the greatest value for such items item claimed by either party or less than the smallest value for such items item claimed by either party. The fees, costs and expenses of the Arbiter shall be allocated to and borne by Purchaser Seller and the Selling Members Acquirer based on the inverse of the percentage that the Arbiter’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbiter. For example, should the items in dispute total in amount to $1,000 and the Arbiter awards $600 in favor of the Selling Members’ Acquirer’s position, 60% of the costs of its review would be borne by Purchaser Seller and 40% of the costs would be borne by the Selling MembersAcquirer.

Acceptance of Statements; Dispute Procedures. The Closing Balance Sheet and (i) Subject to Section 1.4(e), the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon) delivered by Purchaser to the Member Representative, with a copy to Xx. Xxxxx Xxxxxxxx, hereunder shall be conclusive and binding upon the parties hereto unless and to the Member Representativeextent, within 20 forty-five (45) days after delivery to the Member Representative of the such Closing Balance Sheet and the Closing Working Capital Statement, Seller notifies Purchaser Buyer, in writing (the “Claims Statement Notice“), that the Member Representative Seller disputes any of the amounts set forth therein, specifying the nature of the disputedispute and, to the extent known, the basis therefore therefor. From the date of Seller’s receipt of the Closing Statement and through the Determination Date, Buyer shall provide Seller and its representatives with reasonable access during normal business hours to the books and records and other documents of the Company and the Selling Members’ calculation Company Subsidiaries (and will request and authorize its representatives to give access to their work papers and other documents requested by Seller’s Representatives subject to Seller and Seller’s Representatives executing and delivering such undertakings as Buyer’s Representatives may reasonably request), in each case relating to the preparation of any such amount in disputethe Closing Statement and as reasonably requested by Seller. The parties Buyer and Seller shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, the Closing Balance Sheet and the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon), as amended to the extent necessary to reflect the resolution of the such dispute, shall be conclusive and binding on the parties. If the parties Buyer and Seller do not reach agreement in resolving the any such dispute within 20 thirty (30) days after notice is given by delivery of the Member Representative to Purchaser pursuant to the second preceding sentenceClaims Statement Notice, the parties Buyer and Seller shall submit the dispute to KBA Group LLP or, if such firm is unwilling to act, to another nationally recognized independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) Arbiter for resolution. If the parties cannot agree on the independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such a firm, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than 20 twenty (20) days after acceptance of his or her appointment as Arbiterfollowing its appointment, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator)determine, based solely on written 3 submissions by Purchaser Buyer and the Member Representative, Seller and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting computation of the Closing Working Capital Purchase Price, which shall be conclusive and binding on the partiesparties hereto (it being understood that in making such determination, notwithstanding the provisions of Section 8.3(a). All proceedings conducted by the Arbiter shall take place in Dallas, Texasbe functioning as an expert and not as an arbitrator). In resolving any disputed item, the Arbiter (x) shall be bound by the provisions of this Section 2.4 1.4(c)(i), including the requirement that the components of the Closing Statement be prepared in accordance with GAAP applied on a basis consistent with the preparation of the Company Financial Statements (except as otherwise provided on Schedule A), and (y) may not assign a value to any item greater than the greatest value for such items item claimed by either party or less than the smallest value for such items item claimed by either party. The fees, costs and expenses of the Arbiter shall be allocated to and borne by Purchaser Buyer and the Selling Members Seller based on the inverse of the percentage that the Arbiter’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbiter. For example, should the items in dispute total in amount to $1,000 and the Arbiter awards $600 in favor of the Selling Members’ Seller’s position, 60% of the costs of its review would be borne by Purchaser Buyer and 40% of the costs would be borne by Seller. (ii) Subject to Section 1.4(e), the Selling MembersClosing Statement shall become final, binding and non-appealable by the parties hereto on the earliest of (A) the 46th day following the delivery of the Closing Statement by Buyer to Seller if no Claims Statement Notice has been delivered to Buyer, (B) with such changes as are necessary to reflect matters resolved in writing by Buyer and Seller, the date all outstanding disputed items are resolved, and (C) with such changes as are necessary to reflect the Arbiter’s resolution of the disputed items (together with any changes necessary to reflect matters previously resolved by the parties hereto and any matters not disputed pursuant to the Claims Statement Notice), the date the Arbiter delivers written notice of its decision pursuant to Section 1.4(c)(i). The date on which the Closing Statement shall become final, binding and non-appealable by the parties hereto is herein referred to as the “Determination Date.” The final Closing Purchase Price as finally determined in accordance with this Section 1.4 is herein referred to as the “Final Closing Purchase Price.” (d)

Acceptance of Statements; Dispute Procedures. The Actual Closing Balance Sheet and the Closing Date Working Capital Statement (and the computation of Closing Working Capital indicated thereon) delivered by Purchaser to the Member Representative, with a copy to Xx. Xxxxx Xxxxxxxx, Sxxxxxx shall be conclusive and binding upon the parties unless the Member RepresentativeSxxxxxx, within 20 Business days after delivery to the Member Representative Sxxxxxx of the Actual Closing Balance Sheet and the Closing Date Working Capital Statement, notifies Purchaser in writing that the Member Representative Sxxxxxx disputes any of the amounts set forth therein, specifying the nature of the dispute, dispute and the basis therefore therefor. Purchaser shall grant Holdings, Sxxxxxx and their Affiliates and representatives (including advisors and accountants) access to all books, records and employees of the Selling Members’ calculation Company that is reasonably requested by Holdings or Sxxxxxx in connection with Purchaser’s preparation of any such amount in disputethe Actual Closing Date Working Capital Statement. The parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, the Actual Closing Balance Sheet and the Closing Date Working Capital Statement (and the computation of Closing Working Capital indicated thereon)Statement, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within 20 15 days after notice is given by the Member Representative Sxxxxxx to Purchaser pursuant to the second preceding sentence, the parties shall submit the dispute to KBA Group LLP or, if Deloitte & Touche or such firm is unwilling to act, to another other nationally recognized independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such a firm, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than 20 days after acceptance of his or her its appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Member RepresentativeSxxxxxx, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting computation of the Actual Closing Date Working Capital which shall be conclusive and binding on the parties, notwithstanding the provisions of Section 8.3(a). All proceedings conducted by the Arbiter shall take place in Dallas, Texas. In resolving any disputed item, the Arbiter (x) shall be bound by the provisions of this Section 2.4 3.3 and (y) may not assign a value to any item greater than the greatest value for such items claimed by either party or less than the smallest value for such items claimed by either party. The fees, costs and expenses of the Arbiter shall be allocated to and borne equally by Purchaser and the Selling Members based on the inverse of the percentage that the Arbiter’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbiter. For example, should the items in dispute total in amount to $1,000 and the Arbiter awards $600 in favor of the Selling Members’ position, 60% of the costs of its review would be borne by Purchaser and 40% of the costs would be borne by the Selling MembersSxxxxxx.

Acceptance of Statements; Dispute Procedures. The Closing Balance Sheet and Net Assets Statement, the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon) Cash Statement delivered by Purchaser to the Member Representative, with a copy to Xx. Xxxxx Xxxxxxxx, Sellers shall be conclusive and binding upon the parties unless the Member RepresentativeSellers, within 20 30 days after delivery to the Member Representative Sellers of the Closing Balance Sheet and Net Assets Statement, the Closing Working Capital Statement and the Closing Cash Statement, notifies notify Purchaser in writing that the Member Representative disputes Sellers dispute any of the amounts set forth therein, specifying the nature of the dispute, dispute and the basis therefore and the Selling Members’ calculation of any such amount in disputetherefor. The parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, the Closing Balance Sheet and Net Assets Statement, the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon)Cash Statement, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within 20 days after notice is given by the Member Representative Sellers to Purchaser pursuant to the second preceding sentence, the parties shall submit the dispute to KBA Group LLP a mutually satisfactory partner in the New York City office of the accounting firm of PricewaterhouseCoopers or, if no partner at such firm is unwilling to will act, to another a partner at such other nationally recognized independent accounting firm which is mutually agreeable to the parties (who shall not have any material relationship with Purchaser or Seller) (the “"Arbiter”") for resolution. If the parties cannot agree on the selection of a partner at an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such a firmpartner, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than 20 days after acceptance of his or her appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Member RepresentativeSeller, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting computation of the Closing Working Capital and the Cash Adjustment Amount which shall be conclusive and binding on the parties, notwithstanding the provisions of Section 8.3(a). All proceedings conducted by the Arbiter shall take place in Dallas, TexasThe City of New York. In resolving any disputed item, the Arbiter (x) shall be bound by the provisions of this Section 2.4 2.5 and (y) may not assign a value to any item greater than the greatest value for such items item claimed by either party or less than the smallest value for such items item claimed by either party. The fees, costs and expenses of the Arbiter shall be allocated to and borne by Purchaser and the Selling Members Sellers based on the inverse of the percentage that the Arbiter’s 's determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbiter. For example, should the items in dispute total in amount to $1,000 and the Arbiter awards $600 in favor of the Selling Members’ Seller's position, 60% of the costs of its review would be borne by Purchaser and 40% of the costs would be borne by the Selling MembersSeller.

Acceptance of Statements; Dispute Procedures. (i) The Closing Balance Sheet and the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon) delivered by Purchaser to the Member Representative, with a copy to Xx. Xxxxx Xxxxxxxx, hereunder shall be conclusive and binding upon the parties hereto unless and to the Member Representativeextent, within 20 forty-five (45) days after delivery to the Member Representative of the such Closing Balance Sheet and the Closing Working Capital Statement, Seller notifies Purchaser Buyer, in writing (the “Claims Statement Notice”), that the Member Representative Seller disputes any of the amounts set forth therein, specifying in reasonable detail the nature of the items in dispute, the basis therefore nature and quantum (to the extent known) of the adjustments proposed to address such disputed items, and the Selling Members’ calculation reasons for such proposed adjustments. During the forty-five (45) day period following Seller’s receipt of any such amount the Closing Statement, Buyer shall provide Seller and its Representatives with reasonable access to the working papers of Buyer and the books and records of the Company and the Company Subsidiaries, in disputeeach case solely to the extent relating to the preparation of the Closing Statement and as reasonably requested by Seller, and reasonable access to the employees of the Company, Buyer and their respective Subsidiaries involved in the preparation of the Closing Statement, upon reasonable prior written notice and during normal business hours. The parties Buyer and Seller shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, the Closing Balance Sheet and the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon), as amended to the extent necessary to reflect the resolution of the such dispute, shall be conclusive and binding on the parties. If the parties Buyer and Seller do not reach agreement in resolving the any such dispute within 20 forty-five (45) days after notice is given by delivery of the Member Representative to Purchaser pursuant to the second preceding sentenceClaims Statement Notice, the parties Buyer and Seller shall submit the dispute to KBA Group LLP or, if such firm is unwilling to act, to another nationally recognized independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) Arbiter for resolution. If the parties cannot agree on the independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such a firm, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than 20 twenty (20) days after acceptance of his or her appointment as Arbiterfollowing its appointment, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator)determine, based solely on written submissions by Purchaser Buyer and Seller setting forth (A) such party’s respective calculations of the Member RepresentativeClosing Purchase Price and its components and (B) such party’s rationale for, and any relevant written evidence supporting, such calculation of Closing Purchase Price and proposed adjustments to the Closing Statement, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting computation of the Closing Working Capital Purchase Price, which shall be conclusive and binding on the partiesparties hereto (it being understood that in making such determination, notwithstanding the provisions of Section 8.3(a). All proceedings conducted by the Arbiter shall take place in Dallas, Texasbe functioning as an expert and not as an arbitrator). In resolving any disputed item, the Arbiter (x) shall be bound by the provisions of this Section 2.4 1.5(b)(i) and (y) may not assign a value to any item greater than the greatest value for such items item claimed by either party or less than the smallest value for such items item claimed by either party. The fees, costs and expenses of the Arbiter shall be allocated to and borne by Purchaser Buyer and the Selling Members Seller based on the inverse of the percentage that the Arbiter’s final determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbiter. For example, should the items in dispute total in amount to $1,000 and the Arbiter awards $600 in favor of the Selling Members’ Seller’s position, 60% of the costs of its review would be borne by Purchaser Buyer and 40% of the costs would be borne by the Selling MembersSeller.

Acceptance of Statements; Dispute Procedures. The Closing Balance Sheet and the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon) delivered by Purchaser to the Member Representative, with a copy to Xx. Xxxxx Xxxxxxxx, Stockholder Representative shall be conclusive and binding upon the parties unless the Member Stockholder Representative, within 20 30 days after delivery to the Member Stockholder Representative of the Closing Balance Sheet and the Closing Working Capital Statement, notifies Purchaser in writing that the Member Stockholder Representative disputes any of the amounts set forth therein, specifying the nature of the dispute, dispute and the basis therefore and the Selling Members’ calculation of any such amount in disputetherefor. The parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, the Closing Balance Sheet and the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon), as amended to the extent necessary to reflect the resolution of the any dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the any dispute within 20 days after notice is given by the Member Stockholder Representative to Purchaser pursuant to the second preceding sentence, the parties shall submit the dispute to KBA Group BDO USA, LLP or, if such firm is unwilling or unable to actserve, to another nationally recognized independent accounting firm which that is registered with the Public Company Accounting Oversight Board and is mutually agreeable to agreed upon by the parties Stockholder Representative and Purchaser (the “Arbiter”) for resolution. If the parties cannot agree on the independent accounting firm to act as selection of an Arbiter, the parties shall request the American Arbitration Association to appoint such a an accounting firm, and such appointment shall be conclusive and binding on the parties. PromptlyThe parties shall request that promptly, but no later than 20 60 days after acceptance of his or her appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Member Stockholder Representative, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute such disputed issues and the resulting computation of the Closing Working Capital which shall be conclusive and binding on the parties, notwithstanding the provisions of Section 8.3(a). All proceedings conducted by the Arbiter shall take place in Dallas, Texas. In resolving any disputed item, the Arbiter (xA) shall be bound by the provisions of this Section 2.4 and (yB) may not assign a value to any item greater than the greatest value for such items claimed by either party or less than the smallest value for such items claimed by either party. The fees, costs fees and expenses disbursements of the Arbiter shall be allocated to and borne paid one-half by Purchaser and the Selling Members based Stockholder Representative (on the inverse of the percentage that the Arbiter’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbiter. For example, should the items in dispute total in amount to $1,000 and the Arbiter awards $600 in favor behalf of the Selling Members’ positionStockholders), 60% of on the costs of its review would be borne by Purchaser one hand, and 40% of the costs would be borne one-half by the Selling MembersCompany, on the other hand.

Acceptance of Statements; Dispute Procedures. The Closing Balance Sheet and the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon) delivered by Purchaser Buyer to the Member Representative, with a copy to Xx. Xxxxx Xxxxxxxx, Seller shall be conclusive and binding upon the parties unless the Member RepresentativeSeller, within 20 30 days after delivery to the Member Representative Seller of the Closing Balance Sheet and the Closing Working Capital Statement, notifies Purchaser Buyer in writing that the Member Representative Seller disputes any of the amounts set forth therein, specifying in reasonable detail the nature of the dispute, dispute and the basis therefore and the Selling Members’ calculation of any such amount in disputetherefor. The parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputessuch dispute, the Closing Balance Sheet and the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon), as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within 20 60 days after notice is given by the Member Representative Seller to Purchaser Buyer pursuant to the second preceding sentence, the parties shall submit the dispute to KBA Group a partner at the New York office of Deloitte & Touche LLP or, if such firm is unwilling to act, to another nationally recognized independent accounting firm which is mutually agreeable to the parties (the “Arbiter”"ARBITER") for resolution. If the parties cannot agree on the independent accounting firm selection of a partner to act as Arbiter, the parties shall request the American Arbitration Association to appoint such a firmpartner, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than 20 30 days after acceptance of his or her appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser Buyer and the Member RepresentativeSeller, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting computation of the Closing Working Capital which shall be conclusive and binding on the parties, notwithstanding the provisions of Section 8.3(a). All proceedings conducted by the Arbiter shall take place in Dallas, Texas. In resolving any disputed item, the Arbiter (x) shall be bound by the provisions of this Section 2.4 SECTION 2.3 and (y) may not assign a value to any item greater than the greatest value for such items claimed by either party or less than the smallest value for such items claimed by either party. The fees, costs and expenses of the Arbiter shall be allocated to and borne by Purchaser Buyer and the Selling Members Seller based on the inverse of the percentage that the Arbiter’s 's determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbiter. For example, should the items in dispute total in amount to $1,000 and the Arbiter awards $600 in favor of the Selling Members’ Seller's position, 60% of the costs of its review would be borne by Purchaser Buyer and 40% of the costs would be borne by the Selling MembersSeller.

Acceptance of Statements; Dispute Procedures. The Final Closing Balance Sheet and the Closing Working Capital Net Assets Statement (and the computation of Closing Working Capital indicated thereon) delivered by Purchaser Buyer to the Member Representative, with a copy to Xx. Xxxxx Xxxxxxxx, Seller Representative shall be conclusive and binding upon the parties unless the Member Seller Representative, within 20 30 days after delivery to the Member Seller Representative of the Final Closing Balance Sheet and the Closing Working Capital Net Assets Statement, notifies Purchaser the Buyer in writing that the Member Seller Representative disputes any of the amounts set forth therein, specifying the nature of the dispute, dispute and the basis therefore and the Selling Members’ calculation of any such amount in disputetherefor. The parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, the Final Closing Balance Sheet and the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon)Net Assets Statement, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within 20 days after notice is given by the Member Seller Representative to Purchaser Buyer pursuant to the second preceding sentence, the parties shall submit the dispute to KBA Group LLP or, if such firm is unwilling to act, to another nationally the Shanghai office of a mutually satisfactory internationally recognized independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of a partner at an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association Agency (defined in Section 10.4 hereof) to appoint such a an accounting firm, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than 20 days after acceptance of his or her appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an accounting expert and not as an arbitrator), based solely on written submissions by Purchaser Buyer and the Member Seller Representative, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting computation of the Final Closing Working Capital Net Assets Statement which shall be conclusive and binding on the parties, notwithstanding the provisions of Section 8.3(a). All proceedings conducted by the Arbiter shall take place in Dallas, TexasShanghai. In resolving any disputed item, the Arbiter (x) shall be bound by the provisions of this Section 2.4 8.5 and (y) may not assign a value to any item greater than the greatest value for such items claimed by either party or less than the smallest value for such items claimed by either party. The fees, costs and expenses of the Arbiter shall be allocated to and borne by Purchaser Buyer and the Selling Members Sellers based on the inverse of the percentage that the Arbiter’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbiter. For example, should if the items in dispute total in amount to $1,000 RMB10,000 and the Arbiter awards $600 RMB6,000 in favor of the Selling MembersSellers’ position, 60% of the costs of its review would be borne by Purchaser Buyer and 40% of the costs would be borne by the Selling MembersSellers.

Acceptance of Statements; Dispute Procedures. The Closing Balance Sheet and the Closing Working Capital Statement Statements (and the computation of Closing Working Capital and Closing Net Indebtedness indicated thereon) delivered by the Purchaser to the Member Representative, with a copy to Xx. Xxxxx Xxxxxxxx, Shareholders Representative shall be conclusive and binding upon the parties Parties unless the Member Shareholders Representative, within 20 twenty (20) days after delivery to the Member Shareholders Representative of the Closing Balance Sheet and the Closing Working Capital StatementStatements, notifies the Purchaser in writing that the Member Shareholders Representative disputes any of the amounts set forth therein, specifying the nature of the dispute, in reasonable detail each disputed item and the basis therefore therefore. The Purchaser and the Selling Members’ calculation of any such amount in dispute. The parties Shareholders Representative shall in good faith attempt to resolve any dispute and, if the parties Purchaser and the Shareholders Representative so resolve all disputes, the Closing Balance Sheet and the Closing Working Capital Statement Statements (and the computation of Closing Working Capital and Closing Net Indebtedness indicated thereon), as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the partiesParties. If the parties Purchaser and the Shareholders Representative do not reach agreement in resolving the dispute within 20 twenty (20) days after notice is given by the Member Shareholders Representative to the Purchaser pursuant to the second preceding sentence, the parties Purchaser and the Shareholders Representative shall submit the dispute to KBA Group LLP or, if such firm is unwilling to act, to another nationally recognized independent one of the Big-4 accounting firm which is firms mutually agreeable to agreed by the parties Purchaser and the Shareholders Representative (the “ArbiterAccounting Referee”) for resolution. If the parties Purchaser and the Shareholders Representative (on behalf of the Shareholders) cannot agree on the independent selection of the accounting firm to act as Arbiterthe Accounting Referee, the parties Purchaser and the Shareholders Representative shall request the American Arbitration Association CA-CCBC (as defined below) to appoint such a firm, accounting firm (which must be one of the Big-4) and such appointment shall be conclusive and binding on the partiesParties. Promptly, but no later than 20 twenty (20) days after acceptance of his or her its appointment as ArbiterAccounting Referee, the Arbiter Accounting Referee shall determine (it being understood that in making such determination, the Arbiter Accounting Referee shall be functioning as an expert and not as an arbitrator), based solely on upon written submissions by the Purchaser and the Member Shareholders Representative, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting computation of the Closing Working Capital and/or the Closing Net Indebtedness, which shall be conclusive and binding on the partiesParties, notwithstanding save for fraud, conflict of interest, undue influence or manifest error. The Shareholders Representative and the provisions Purchaser agree to use their commercially reasonable efforts to effect the selection and appointment of the Accounting Referee pursuant to this Section 8.3(a2.3(c), including executing an engagement agreement with the Accounting Referee providing for reasonable and customary compensation and other terms of such engagement. The Shareholders and the Purchaser shall make readily available to the Accounting Referee all relevant books, records and employees of the Company that are reasonably requested by the Accounting Referee in connection with the Accounting Referee’s review of any disputed items; provided that the Shareholders, the Purchaser and their respective Affiliates shall not be obligated to provide any information the disclosure of which would jeopardize any professional privilege available to such Person relating to such information or which would cause such Person to breach a confidentiality obligation to which it is bound; and provided further that the Shareholders, the Purchaser and their respective Affiliates shall use their commercially reasonable efforts to minimize the effects of any such limitations. All proceedings conducted by the Arbiter Accounting Referee shall take place in Dallas, Texaswhere the office of the Accounting Referee is located. In resolving any disputed item, the Arbiter Accounting Referee (x) shall be bound by the provisions of this Section 2.4 2.3 and (y) may not assign a value to any item greater than the greatest value for such items claimed by either party Party or less than the smallest value for such items claimed by either partyParty. The fees, costs and expenses of the Arbiter Accounting Referee shall be allocated to and borne by Purchaser and the Selling Members based on the inverse of the percentage that the ArbiterAccounting Referee’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the ArbiterAccounting Referee. For example, should the items in dispute total in amount to $US$1,000 and the Arbiter Accounting Referee awards $US$600 in favor of the Selling MembersShareholders’ position, sixty percent (60% %) of the costs of its review would be borne by the Purchaser and forty percent (40% %) of the costs would be borne by the Selling MembersShareholders.

Acceptance of Statements; Dispute Procedures. The Closing Balance Sheet and the Closing Date Adjusted Working Capital Statement (and the computation of Closing Working Capital indicated thereon) delivered by Purchaser Parent to the Member Representative, with a copy to Xx. Xxxxx Xxxxxxxx, Equityholder Representative shall be conclusive and binding upon the parties unless the Member Equityholder Representative, within 20 thirty (30) days after delivery to receipt by the Member Equityholder Representative of the Closing Balance Sheet and the Closing Date Adjusted Working Capital Statement, Statement notifies Purchaser Parent in writing that the Member Equityholder Representative disputes any of the amounts set forth therein, specifying the nature of the disputedispute and the basis therefor. During such thirty (30) day period, the basis therefore Equityholder Representative and its advisors, designees and/or agents shall be given reasonable access to the books, records and other data of Parent and the Selling Members’ calculation Surviving Corporation necessary for the purpose of any such amount reviewing Parent’s Closing Date Adjusted Working Capital Statement and reasonable access to the personnel of Parent and the Surviving Corporation to consult as to the procedures and determinations made by the Surviving Corporation in disputeParent’s Closing Date Adjusted Working Capital Statement. The parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, the Closing Balance Sheet and the Closing Date Adjusted Working Capital Statement (and the computation of Closing Working Capital indicated thereon)Statement, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within 20 twenty (20) days after notice is given by the Member Equityholder Representative to Purchaser Parent pursuant to the second preceding sentencefirst sentence of this Section 3.4(b)(iii) (or such longer period as the parties may agree), the parties shall submit the dispute to KBA Group LLP or, if such firm is unwilling to act, to another a nationally recognized independent accounting firm which is not the regular accounting firm for any of the parties and which is mutually agreeable to all of the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such a firm, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than 20 days after acceptance of his or her appointment as The parties shall cooperate fully with the Arbiter, including providing the Arbitrator with access to, and copies of, all books and records that the Arbiter reasonably requests. The determination of the Arbiter shall determine be conclusive and binding upon the parties. The parties shall request that the Arbiter use its commercially reasonable efforts to reach a resolution (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser ) of the dispute as to the computation of the Actual Adjusted Working Capital and the Member Representative, and not by independent review, only those issues in dispute and shall render a written report as with respect to such findings within thirty (30) calendar days after the submission to the resolution of the dispute and the resulting computation of the Closing Working Capital which shall be conclusive and binding on the parties, notwithstanding the provisions of Section 8.3(a). All proceedings conducted by the Arbiter shall take place in Dallas, TexasArbiter. In resolving any disputed item, the Arbiter (x) shall be bound by the provisions of this Section 2.4 3.4 and (y) may not assign a value to any item greater than the greatest value for such items claimed by either party or less than the smallest value for such items claimed by either party. The Subject to the provisions set forth further below in this Section 3.4(b)(iii), the fees, costs and expenses of the Arbiter shall be allocated to and borne by Purchaser Parent and the Selling Members Equityholders based on the inverse of the percentage that the Arbiter’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbiter. For example, should the items in dispute total in amount to one thousand dollars ($1,000 1,000) and the Arbiter awards Six Hundred dollars ($600 600) in favor of the Selling MembersEquityholders’ position, sixty percent (60% %) of the costs of its review would be borne by Purchaser Parent and forty percent (40% %) of the costs would be borne by the Selling MembersEquityholders. Parent shall pay for any and all fees, costs and expenses of the Arbiter that are to be borne by the Equityholders in accordance with the preceding two sentences, and Parent shall be entitled to reimbursement of any such fees, costs and expenses paid by Parent that are to be borne by the Equityholders.

Acceptance of Statements; Dispute Procedures. The Closing Balance Sheet and the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon) delivered by Purchaser to the Member Representative, with a copy to Xx. Xxxxx Xxxxxxxx, Seller shall be conclusive and binding upon the parties unless the Member RepresentativeSeller, within 20 twenty (20) days after delivery to the Member Representative of the Closing Balance Sheet and the Closing Working Capital StatementSeller thereof, notifies Purchaser in writing that the Member Representative Seller disputes any of the amounts set forth therein, specifying the nature of the dispute, dispute and the basis therefore and the Selling Members’ calculation of any such amount in disputetherefor. The parties shall in good faith attempt to resolve any dispute anddispute, if the parties so resolve all disputes, in which event the Closing Balance Sheet and the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon), as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within 20 twenty (20) days after notice is given by the Member Representative Seller to Purchaser pursuant to the second preceding sentence, the parties shall submit the dispute to KBA Group LLP a mutually satisfactory partner in the New York office of the accounting firm of KPMG or, if such firm is unwilling to partner will not act, to another a mutually satisfactory partner at such other nationally recognized independent accounting firm which is mutually agreeable to the parties (the “ArbiterIndependent Accountant”) for resolution. If the parties cannot agree on the independent accounting firm selection of such a partner to act as ArbiterIndependent Accountant, the parties shall request the American Arbitration Association to appoint such a firmpartner, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than 20 Within twenty (20) days after acceptance of his or her appointment as Arbiterappointment, the Arbiter Independent Accountant shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Member RepresentativeSeller, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting computation of the Closing Working Capital which shall be conclusive and binding on the parties, notwithstanding the provisions of Section 8.3(a). All proceedings conducted by the Arbiter Independent Accountant shall take place in Dallas, Texasthe city of New York. In resolving any disputed item, the Arbiter Independent Accountant (x) shall be bound by the provisions of this Section 2.4 3.3 and (y) may not assign a value to any item greater than the greatest value for such items claimed by either party or less than the smallest value for such items claimed by either party. The fees, costs and expenses of the Arbiter Independent Accountant’s review and report shall be allocated to and borne equally by Purchaser and the Selling Members based on the inverse of the percentage that the Arbiter’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbiter. For example, should the items in dispute total in amount to $1,000 and the Arbiter awards $600 in favor of the Selling Members’ position, 60% of the costs of its review would be borne by Purchaser and 40% of the costs would be borne by the Selling MembersSeller.

Acceptance of Statements; Dispute Procedures. The Closing Balance Sheet and (i) Subject to Section 1.4(e), the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon) delivered by Purchaser to the Member Representative, with a copy to Xx. Xxxxx Xxxxxxxx, hereunder shall be conclusive and binding upon the parties hereto unless and to the Member Representativeextent, within 20 forty-five (45) days after delivery to the Member Representative of the such Closing Balance Sheet and the Closing Working Capital Statement, Seller notifies Purchaser Buyer, in writing (the “Claims Statement Notice“), that the Member Representative Seller disputes any of the amounts set forth therein, specifying the nature of the disputedispute and, to the extent known, the basis therefore therefor. From the date of Seller’s receipt of the Closing Statement and through the Determination Date, Buyer shall provide Seller and its representatives with reasonable access during normal business hours to the books and records and other documents of the Company and the Selling Members’ calculation Company Subsidiaries (and will request and authorize its representatives to give access to their work papers and other documents requested by Seller’s Representatives subject to Seller and Seller’s Representatives executing and delivering such undertakings as Buyer’s Representatives may reasonably request), in each case relating to the preparation of any such amount in disputethe Closing Statement and as reasonably requested by Seller. The parties Buyer and Seller shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, the Closing Balance Sheet and the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon), as amended to the extent necessary to reflect the resolution of the such dispute, shall be conclusive and binding on the parties. If the parties Buyer and Seller do not reach agreement in resolving the any such dispute within 20 thirty (30) days after notice is given by delivery of the Member Representative to Purchaser pursuant to the second preceding sentenceClaims Statement Notice, the parties Buyer and Seller shall submit the dispute to KBA Group LLP or, if such firm is unwilling to act, to another nationally recognized independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) Arbiter for resolution. If the parties cannot agree on the independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such a firm, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than 20 twenty (20) days after acceptance of his or her appointment as Arbiterfollowing its appointment, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator)determine, based solely on written submissions by Purchaser Buyer and the Member Representative, Seller and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting computation of the Closing Working Capital Purchase Price, which shall be conclusive and binding on the partiesparties hereto (it being understood that in making such determination, notwithstanding the provisions of Section 8.3(a). All proceedings conducted by the Arbiter shall take place in Dallas, Texasbe functioning as an expert and not as an arbitrator). In resolving any disputed item, the Arbiter (x) shall be bound by the provisions of this Section 2.4 1.4(c)(i), including the requirement that the components of the Closing Statement be prepared in accordance with GAAP applied on a basis consistent with the preparation of the Company Financial Statements (except as otherwise provided on Schedule A), and (y) may not assign a value to any item greater than the greatest value for such items item claimed by either party or less than the smallest value for such items item claimed by either party. The fees, costs and expenses of the Arbiter shall be allocated to and borne by Purchaser Buyer and the Selling Members Seller based on the inverse of the percentage that the Arbiter’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbiter. For example, should the items in dispute total in amount to $1,000 and the Arbiter awards $600 in favor of the Selling Members’ Seller’s position, 60% of the costs of its review would be borne by Purchaser Buyer and 40% of the costs would be borne by the Selling MembersSeller.

Acceptance of Statements; Dispute Procedures. The Closing Balance Sheet and the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon) delivered by Purchaser Buyer to the Member Representative, with a copy to Xx. Xxxxx Xxxxxxxx, Seller shall be conclusive and binding upon the parties unless the Member RepresentativeSeller, within 20 30 days after delivery to the Member Representative Seller of the Closing Balance Sheet and the Closing Working Capital Statement, notifies Purchaser Buyer in writing that the Member Representative Seller disputes any of the amounts set forth therein, specifying in reasonable detail the nature of the dispute, dispute and the basis therefore and the Selling Members’ calculation of any such amount in disputetherefor. The parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputessuch dispute, the Closing Balance Sheet and the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon), as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within 20 60 days after notice is given by the Member Representative Seller to Purchaser Buyer pursuant to the second preceding sentence, the parties shall submit the dispute to KBA Group a partner at the New York office of Deloitte & Touche LLP or, if such firm is unwilling to act, to another nationally recognized independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the independent accounting firm selection of a partner to act as Arbiter, the parties shall request the American Arbitration Association to appoint such a firmpartner, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than 20 30 days after acceptance of his or her appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser Buyer and the Member RepresentativeSeller, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting computation of the Closing Working Capital which shall be conclusive and binding on the parties, notwithstanding the provisions of Section 8.3(a). All proceedings conducted by the Arbiter shall take place in Dallas, Texas. In resolving any disputed item, the Arbiter (x) shall be bound by the provisions of this Section 2.4 2.3 and (y) may not assign a value to any item greater than the greatest value for such items claimed by either party or less than the smallest value for such items claimed by either party. The fees, costs and expenses of the Arbiter shall be allocated to and borne by Purchaser Buyer and the Selling Members Seller based on the inverse of the percentage that the Arbiter’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbiter. For example, should the items in dispute total in amount to $1,000 and the Arbiter awards $600 in favor of the Selling Members’ Seller’s position, 60% of the costs of its review would be borne by Purchaser Buyer and 40% of the costs would be borne by the Selling MembersSeller.

Acceptance of Statements; Dispute Procedures. The Closing Balance Sheet and the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon) delivered by Purchaser to the Member Representative, with a copy to Xx. Xxxxx Xxxxxxxx, Seller shall be conclusive and binding upon the parties unless the Member RepresentativeSeller, within 20 thirty (30) days after delivery to the Member Representative receipt by Seller of the Closing Balance Sheet and the Closing Working Capital StatementStatement (and the work papers of Purchaser and its accounting professionals relating thereto), notifies Purchaser in writing that the Member Representative Seller disputes any of the amounts set forth therein, specifying in reasonable detail the nature of the dispute, dispute and the basis therefore and the Selling Members’ calculation of any such amount in disputetherefor. The parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, the Closing Balance Sheet and the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon), as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within 20 twenty (20) days after notice is given by the Member Representative Seller to Purchaser pursuant to the second preceding sentence, the parties shall submit the dispute to KBA Group UHY, LLP or, if such firm is unwilling to act, to another nationally recognized independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If Each of Purchaser and Seller shall submit an affidavit to the parties cannot agree on other evidencing no conflict or business relationship with the independent selected accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such a firm, and such appointment firm shall be conclusive so certify to Purchaser and binding on the partiesSeller that no conflicts or business relationship exist. Promptly, but no later than 20 twenty (20) days after acceptance of his or her appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Member RepresentativeSeller (and their respective professional advisors), and not by independent review, only those issues in dispute and shall render a reasonably detailed written report as to the resolution of the dispute and the resulting computation of the Closing Working Capital which shall be conclusive and binding on the parties, notwithstanding the provisions of Section 8.3(a). All proceedings conducted by the Arbiter shall take place in Dallas, Texas. In resolving any disputed item, the Arbiter (x) shall be bound by the provisions of this Section 2.4 and (y) may not assign a value to any item greater than the greatest value for such items claimed by either party or less than the smallest value for such items claimed by either party. The fees, costs and expenses of the Arbiter shall be allocated to and borne by Purchaser and the Selling Members Seller based on the inverse of the percentage that the Arbiter’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbiter. For example, should the items in dispute total in amount to $1,000 and the Arbiter awards $600 in favor of the Selling Members’ Seller’s position, 60% of the costs of its review would be borne by Purchaser and 40% of the costs would be borne by the Selling MembersSeller.

Acceptance of Statements; Dispute Procedures. The Adjusted Closing Balance Sheet and the Closing Working Capital Policyholder Surplus Statement (and the computation of Adjusted Closing Working Capital Policyholder Surplus indicated thereon) delivered by Purchaser to the Member Representative, with a copy to Xx. Xxxxx Xxxxxxxx, Seller shall be conclusive and binding upon the parties unless the Member RepresentativeSeller, within 20 thirty (30) days after delivery to the Member Representative Seller of the Adjusted Closing Balance Sheet and the Closing Working Capital Policyholder Surplus Statement, notifies Purchaser in writing that the Member Representative Seller disputes any of the amounts set forth therein, specifying the nature of the dispute, dispute and the basis therefore and the Selling Members’ calculation of any such amount in disputetherefore. The parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, the Adjusted Closing Balance Sheet and the Closing Working Capital Policyholder Surplus Statement (and the computation of Adjusted Closing Working Capital Policyholder Surplus indicated thereon), as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within 20 twenty (20) days after notice is given by the Member Representative Seller to Purchaser pursuant to the second preceding sentence, the parties shall submit the dispute to KBA Group LLP or, if such firm is unwilling to act, to another nationally recognized independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) Arbiter for resolution. If the parties cannot agree on the independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such a firm, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than 20 twenty (20) days after acceptance of his or her appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Member RepresentativeSeller, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting computation of the Adjusted Closing Working Capital Policyholder Surplus, which shall be conclusive and binding on the parties, notwithstanding the provisions of Section 8.3(a). All proceedings conducted by the Arbiter shall take place in DallasAustin, Texas, unless otherwise agreed by the parties. In resolving any disputed item, the Arbiter (x) shall be bound by the provisions of this Section 2.4 and (y) may not assign a value to any item greater than the greatest value for such items claimed by either party or less than the smallest value for such items claimed by either party. The fees, costs costs, and expenses of the Arbiter shall be allocated to and borne by Purchaser and the Selling Members Seller based on the inverse of the percentage that the Arbiter’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbiter. For example, should the items in dispute total in amount to $1,000 and the Arbiter awards $600 in favor of the Selling Members’ Seller's position, 60% of the costs of its review would be borne by Purchaser and 40% of the costs would be borne by the Selling MembersSeller.

Acceptance of Statements; Dispute Procedures. The Closing Balance Sheet and Net Assets Statement, the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon) Cash Statement delivered by Purchaser to the Member Representative, with a copy to Xx. Xxxxx Xxxxxxxx, Sellers shall be conclusive and binding upon the parties unless the Member RepresentativeSellers, within 20 30 days after delivery to the Member Representative Sellers of the Closing Balance Sheet and Net Assets Statement, the Closing Working Capital Statement and the Closing Cash Statement, notifies notify Purchaser in writing that the Member Representative disputes Sellers dispute any of the amounts set forth therein, specifying the nature of the dispute, dispute and the basis therefore and the Selling Members’ calculation of any such amount in disputetherefor. The parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, the Closing Balance Sheet and Net Assets Statement, the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon)Cash Statement, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within 20 days after notice is given by the Member Representative Sellers to Purchaser pursuant to the second preceding sentence, the parties shall submit the dispute to KBA Group LLP a mutually satisfactory partner in the New York City office of the accounting firm of PricewaterhouseCoopers or, if no partner at such firm is unwilling to will act, to another a partner at such other nationally recognized independent accounting firm which is mutually agreeable to the parties (who shall not have any material relationship with Purchaser or Seller) (the “Arbiter”) for resolution. If the parties cannot agree on the selection of a partner at an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such a firmpartner, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than 20 days after acceptance of his or her appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Member RepresentativeSeller, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting computation of the Closing Working Capital and the Cash Adjustment Amount which shall be conclusive and binding on the parties, notwithstanding the provisions of Section 8.3(a). All proceedings conducted by the Arbiter shall take place in Dallas, TexasThe City of New York. In resolving any disputed item, the Arbiter (x) shall be bound by the provisions of this Section 2.4 2.5 and (y) may not assign a value to any item greater than the greatest value for such items item claimed by either party or less than the smallest value for such items item claimed by either party. The fees, costs and expenses of the Arbiter shall be allocated to and borne by Purchaser and the Selling Members Sellers based on the inverse of the percentage that the Arbiter’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbiter. For example, should the items in dispute total in amount to $1,000 and the Arbiter awards $600 in favor of the Selling Members’ Seller’s position, 60% of the costs of its review would be borne by Purchaser and 40% of the costs would be borne by the Selling MembersSeller.

Acceptance of Statements; Dispute Procedures. The Closing Balance Sheet and Each of the Closing Working Capital Statement Financial Information Statements (and the computation of Closing Working Capital computations indicated thereon) delivered to Starwood by Purchaser to the Member Representative, with a copy to Xx. Xxxxx Xxxxxxxx, Vistana shall be conclusive and binding upon the parties unless the Member RepresentativeStarwood, within 20 thirty (30) days after delivery to the Member Representative Starwood of the Closing Balance Sheet and the Closing Working Capital such Financial Information Statement, notifies Purchaser Vistana in writing that the Member Representative Starwood disputes any of the amounts set forth therein, specifying the nature of the dispute, dispute and the basis therefore therefor. During the thirty (30)-day period following receipt by Starwood of the Financial Information Statements, Vistana shall, promptly following a request of Starwood, provide Starwood with copies of all documents, work papers, schedules, memoranda, and records used by or prepared by Vistana or its Representatives in preparing the Selling Members’ calculation of any such amount Financial Information Statements, and Vistana shall, and shall cause its Representatives to, cooperate reasonably with Starwood in disputeconnection herewith. The parties Parties shall in good faith attempt to resolve any dispute and, if the parties Parties so resolve all disputes, then the Closing Balance Sheet and the Closing Working Capital Statement Financial Information Statements (and the computation of Closing Working Capital computations indicated thereon), as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the partiesParties. If the parties Parties do not reach agreement in resolving the dispute all disputes within 20 forty-five (45) days after notice is given to Vistana by the Member Representative to Purchaser Starwood pursuant to the second preceding sentencefirst sentence of this Section 3.4(d), the parties Parties shall submit the dispute to KBA Group LLP orBDO USA, if such firm is unwilling to act, to LP or another mutually satisfactory nationally recognized independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such a firm, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than 20 thirty (30) days after acceptance of his or her appointment as by the Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser Vistana and the Member RepresentativeStarwood, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting computation of the Closing Working Capital Financial Information Statement, which shall be conclusive and binding on the parties, notwithstanding the provisions of Section 8.3(a). All proceedings conducted by the Arbiter shall take place in Dallas, TexasParties. In resolving any disputed item, the Arbiter (x) shall be bound by the provisions of this Section 2.4 3.4(d) and (y) may not assign a value to any item greater than the greatest value for such items claimed by either party or less than the smallest value for such items claimed by either party. The fees, costs and expenses of the Arbiter shall be allocated to and borne by Purchaser Vistana and the Selling Members Starwood based on the inverse of the percentage that the Arbiter’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbiter. For example, should the items in dispute total in amount to $1,000 and the Arbiter awards $600 in favor of the Selling Members’ Starwood’s position, 60% of the costs of its review would be borne by Purchaser Vistana and 40% of the costs would be borne by the Selling MembersStarwood.

Acceptance of Statements; Dispute Procedures. The Post-Closing Balance Sheet and the Closing Working Capital Statement (and the computation of Closing Working Capital Adjustment Items indicated thereon) delivered by Purchaser Parent to the Member Representative, with a copy to Xx. Xxxxx Xxxxxxxx, Securityholders’ Agent shall be conclusive and binding upon the parties unless the Member RepresentativeSecurityholders’ Agent, within 20 45 days after delivery to the Member Representative Securityholders’ Agent of the Post-Closing Balance Sheet and the Closing Working Capital Statement, notifies Purchaser in writing provides written notice to Parent that the Member Representative Securityholders’ Agent disputes any of the amounts set forth therein, specifying the nature of the dispute, dispute and the basis therefore and the Selling Members’ calculation of any such amount therefor in disputereasonable detail. The parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, the Post-Closing Balance Sheet and the Closing Working Capital Statement (and the computation of Closing Working Capital Adjustment Items indicated thereon), as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within 20 days after written notice is given by the Member Representative Securityholders’ Agent to Purchaser Parent pursuant to the second preceding sentence, the parties shall submit the dispute to KBA Group LLP or, if a nationally recognized accounting firm mutually agreed upon by Parent and the Securityholders’ Agent (such firm is unwilling being referred to act, to another nationally recognized independent accounting firm which is mutually agreeable to the parties (herein as the “ArbiterAccountant”) for resolution. If the parties cannot agree on the independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such a firm, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than 20 30 days after acceptance of his or her the appointment as ArbiterAccountant, the Arbiter Accountant shall determine (it being understood that in making such determination, the Arbiter Accountant shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser Parent and the Member RepresentativeSecurityholders’ Agent, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting computation of the Closing Working Capital Adjustment Items which shall be conclusive and binding on the partiesparties and no party shall seek recourse to any Governmental Body other than to enforce the determination of the Accountant. Parent and the Securityholders’ Agent shall each furnish to the Accountant and such other party such work papers and other documents and information relating to the disputed items and amounts and answer questions, notwithstanding as the provisions of Section 8.3(a). All proceedings conducted by the Arbiter shall take place in Dallas, TexasAccountant may reasonably request. In resolving any disputed item, the Arbiter Accountant (x) shall be bound by the provisions of this Section 2.4 1.9(b)(iii) and (y) may not assign a value to any item greater than the greatest value for such items claimed by either party or less than the smallest value for such items claimed by either party. The fees, costs and expenses of the Arbiter Accountant shall be allocated to and borne by Purchaser Parent and the Selling Members Effective Time Holders based on the inverse of the percentage that the ArbiterAccountant’s determination (before such allocation) bears to the total dollar amount of the total items in dispute as originally submitted to the ArbiterAccountant. For example, should the items in dispute total in amount to $1,000 and the Arbiter Accountant awards $600 in favor of the Selling MembersEffective Time Holders’ position, 60% of the costs of its review would be borne by Purchaser Parent and 40% of the costs would be borne by the Selling MembersEffective Time Holders. Following the Closing, Parent shall provide the Securityholders’ Agent and its Representatives access to the books and records, properties and Representatives of Parent, the Surviving Corporation and their respective Subsidiaries relating to the preparation of the Post-Closing Statement as may be reasonably requested and shall cause such Persons to reasonably cooperate with the Securityholders’ Agent in connection with its review of the Post-Closing Statement.